SEC Form 10-Q filed by Archrock Inc.

5/6/26 1:08:55 PM ET

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Archrock, Inc._March 31, 2026

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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

For the transition period from to

Commission File No. 001-33666

Archrock, Inc.

(Exact name of registrant as specified in its charter)


Delaware	74-3204509
(State or other jurisdiction of incorporation or organization) or organization)	(I.R.S. Employer Identification No.)

9807 Katy Freeway, Suite 100, Houston, Texas 77024

(Address of principal executive offices, zip code)

(281) 836-8000

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value per share	AROC	New York Stock Exchange
		NYSE Texas

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 (§ 232.405 of this chapter) 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 ☒

Number of shares of the common stock of the registrant outstanding as of April 29, 2026: 175,261,596 shares.

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TABLE OF CONTENTS



	Page
Glossary	3
Forward-Looking Statements	5

Part I. Financial Information
Item 1. Financial Statements (unaudited)	6
Condensed Consolidated Balance Sheets	6
Condensed Consolidated Statements of Operations	7
Condensed Consolidated Statements of Equity	8
Condensed Consolidated Statements of Cash Flows	9
Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3. Quantitative and Qualitative Disclosures About Market Risk	37
Item 4. Controls and Procedures	37

Part II. Other Information
Item 1. Legal Proceedings	38
Item 1A. Risk Factors	38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3. Defaults Upon Senior Securities	39
Item 4. Mine Safety Disclosures	39
Item 5. Other Information	39
Item 6. Exhibits	40

Signatures	41

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GLOSSARY

The following terms and abbreviations appearing in the text of this report, including the Financial Statements, have the meanings indicated below.




2020 Plan	2020 Stock Incentive Plan
2025 Form 10-K	Annual Report on Form 10-K for the year ended December 31, 2025
2027 Notes	$500.0 million of 6.875% senior notes due April 2027
2027 Notes Redemption	$300.0 million redemption of the 2027 Notes, completed in November 2025
2027 Notes Tender Offer	$200.0 million partial redemption of the 2027 Notes, completed in August 2024
2028 Notes	$800.0 million of 6.250% senior notes due April 2028
2028 Notes Redemption	$800.0 million redemption of the 2028 Notes, completed in April 2026
2032 Notes	$700.0 million of 6.625% senior notes due September 2032
2034 Notes	$800.0 million of 6.000% senior notes due February 2034
Amended and Restated Credit Agreement	Amended and Restated Credit Agreement, dated May 16, 2023, which amended and restated that Credit Agreement, dated as of March 30, 2017, and which governs the Credit Facility
Archrock, our, we, us	Archrock, Inc., individually and together with its wholly owned subsidiaries
ASU	Accounting Standards Update
CODM	Chief operating decision maker
ColdStream	ColdStream Energy Holdings, LLC
Credit Facility	$1.5 billion asset-based revolving credit facility due May 2028, as governed by the Amended and Restated Credit Agreement, as amended
ECOTEC	Ecotec International Holdings, LLC
ESPP	Employee Stock Purchase Plan
Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FGC Holdco	FGC Holdco LLC, a subsidiary of ColdStream
Financial Statements	Condensed consolidated financial statements included in Part I Item 1 of this Quarterly Report on Form 10-Q
First Amendment to the Amended and Restated Credit Agreement	First Amendment to the Amended and Restated Credit Agreement, dated August 28, 2024, which amended the Amended and Restated Credit Agreement
Form 10-Q	Quarterly Report on Form 10-Q for the three months ended March 31, 2026
GAAP	Accounting principles generally accepted in the U.S.
GHG	Greenhouse gases (carbon dioxide, methane and water vapor for example)
Hilcorp	Hilcorp Energy Company
Ionada	Ionada PLC
LIBOR	London Interbank Offered Rate
MaCH₄ NRS	Natural gas liquid recovery patented technology solution developed by ColdStream, capable of capturing natural gas liquids instead of burning them and simultaneously delivering lean, dry fuel gas to natural gas fired engines and equipment at compressor stations
NGCS	Natural Gas Compression System, Inc. (“NGCSI”), and NGCSE, Inc. (“NGCSE”)
NGCS Acquisition	Transaction completed on May 1, 2025 (“NGCS acquisition date”) pursuant to certain definitive agreements dated as of March 10, 2025, whereby Archrock acquired all of the issued and outstanding equity interests in NGCS, referred to as “NGCSI Merger Agreement” and “NGCSE Merger Agreement” (together, “Merger Agreements”)
OB3 Tax Law	Public Law No. 119-21, a comprehensive tax and spending reform bill signed into law on July 4, 2025 also known as the “One Big Beautiful Bill Act” or “OBBBA”
OTC	Over-the-counter, as related to aftermarket services parts and components
Pillar 2	A framework proposed by the Organization for Economic Co-operation and Development to implement a minimum global tax of 15% for companies with global revenues and profits above certain thresholds
SAFE	Simple agreement for future equity
SEC	U.S. Securities and Exchange Commission

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Second Amendment to the Amended and Restated Credit Agreement	Second Amendment to the Amended and Restated Credit Agreement, dated May 16, 2025, which amended the Amended and Restated Credit Agreement
Securities Act	Securities Act of 1933, as amended
SG&A	Selling, general and administrative
Share Repurchase Program	Share repurchase program approved by our Board of Directors that allows us to repurchase outstanding common stock and retire shares repurchased for a designated amount and period of time
SOFR	Secured Overnight Financing Rate
Spin-off	Spin-off of our international contract operations, international aftermarket services and global fabrication businesses into a standalone public company operating as Exterran Corporation in November 2015. Exterran Corporation was subsequently acquired by Enerflex Ltd. (“Enerflex”) in October 2022. The separation and distribution agreement specifies our right to receive payments from Enerflex and our obligation to satisfy capital calls from Enerflex
Tax Cuts and Jobs Act	Public Law No. 115-97, a comprehensive tax reform bill signed into law on December 22, 2017
Third Amendment to the Amended and Restated Credit Agreement	Third Amendment to the Amended and Restated Credit Agreement, dated December 12, 2025, which amended the Amended and Restated Credit Agreement
TOPS	Total Operations and Production Services, LLC
TOPS Acquisition	Transaction completed on August 30, 2024 (“TOPS acquisition date”) pursuant to that certain purchase and sale agreement, dated as of July 22, 2024, whereby Archrock acquired all of the issued and outstanding equity interests in TOPS
U.S.	United States of America
VIE	Variable interest entity
WACC	Weighted average cost of capital

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FORWARD–LOOKING STATEMENTS

This Form 10-Q contains “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Form 10-Q are forward-looking statements within the meaning of the Exchange Act, including, without limitation, statements regarding our business growth strategy and projected costs; future financial position; the sufficiency of available cash flows to fund continuing operations and pay dividends; the expected amount of our capital expenditures; anticipated cost savings; future revenue, adjusted gross margin and other financial or operational measures related to our business; the future value of our equipment; and plans and objectives of our management for our future operations. You can identify many of these statements by words such as “believe,” “expect,” “intend,” “project,” “anticipate,” “estimate,” “will continue,” or similar words or the negative thereof.

Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this Form 10-Q. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, no assurance can be given that these expectations will prove to be correct. Known material factors that could cause our actual results to differ materially from the expectations reflected in these forward-looking statements include the risk factors described in our 2025 Form 10-K and those set forth from time to time in our filings with the SEC, which are available through our website at www.archrock.com and through the SEC’s website at www.sec.gov. These risk factors include, but are not limited to, risks related to macroeconomic conditions, including an increase in inflation and trade tensions; pandemics and other public health crises; ongoing international conflicts and tensions; risks related to our operations; competitive pressures; risks of acquisitions or mergers to reduce our ability to make distributions to our common stockholders; inability to make acquisitions on economically acceptable terms; inability to achieve the expected benefits of the NGCS Acquisition and difficulties integrating NGCS; risks related to our sustainability initiatives; uncertainty to pay dividends in the future; risks related to a substantial amount of debt and our debt agreements; inability to access the capital and credit markets or borrow on affordable terms to obtain additional capital; inability to fund purchases of additional compression equipment; vulnerability to interest rate increases and fluctuations; erosion of the financial condition of our customers; risks related to the loss of our most significant customers; uncertainty of the renewals for our contract operations service agreements; risks related to losing management or operational personnel; dependence on particular suppliers and vulnerability to product shortages and price increases; information technology and cybersecurity risks; tax-related risks; legal and regulatory risks, including climate-related and environmental, social and governance risks.

All forward-looking statements included in this Form 10-Q are based on information available to us on the date of this Form 10-Q. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Form 10-Q.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Archrock, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value and share amounts)

(unaudited)


		March 31, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents		$	4,461		$	1,553
Accounts receivable, net of allowance of $1,155 and $1,205, respectively			178,521			142,327
Inventory			109,721			109,747
Tax refund receivable			6,091			41,479
Other current assets			9,822			9,057
Total current assets			308,616			304,163
Property, plant and equipment, net			3,699,136			3,658,089
Operating lease right-of-use assets			13,481			13,581
Goodwill			125,189			125,189
Intangible assets, net			139,923			143,947
Contract costs, net			37,527			38,959
Deferred tax assets			1,798			2,059
Other assets			55,087			55,449
Non-current assets of discontinued operations			7,868			7,868
Total assets		$	4,388,625		$	4,349,304

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable, trade		$	67,320		$	43,731
Accrued liabilities			143,689			145,024
Deferred revenue			8,191			8,391
Total current liabilities			219,200			197,146
Long-term debt			2,379,028			2,410,893
Operating lease liabilities			9,802			10,220
Deferred tax liabilities			219,419			198,309
Other liabilities			35,306			33,389
Non-current liabilities of discontinued operations			7,868			7,868
Total liabilities			2,870,623			2,857,825

Commitments and contingencies (Note 8)

Equity:
Preferred stock: $0.01 par value per share, 50,000,000 shares authorized, zero issued			—			—
Common stock: $0.01 par value per share, 250,000,000 shares authorized, 184,963,935 and 184,746,759 shares issued, respectively			1,849			1,847
Additional paid-in capital			3,866,569			3,876,834
Accumulated deficit			(2,223,499)			(2,257,386)
Treasury stock: 9,699,550 and 9,877,754 common shares, at cost, respectively			(126,917)			(129,816)
Total equity			1,518,002			1,491,479
Total liabilities and equity		$	4,388,625		$	4,349,304

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Archrock, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended
	March 31,
	2026		2025
Revenue:
Contract operations	$	330,880	$	300,397
Aftermarket services		42,887		46,766
Total revenue		373,767		347,163
Cost of sales, exclusive of depreciation and amortization
Contract operations		93,271		89,799
Aftermarket services		33,073		35,257
Total cost of sales, exclusive of depreciation and amortization		126,344		125,056
Selling, general and administrative		45,231		37,207
Depreciation and amortization		69,734		57,620
Long-lived and other asset impairment		5,259		972
Restructuring charges		136		665
Interest expense		39,510		37,741
Transaction-related costs		596		3,935
Gain on sale of assets, net		(10,116)		(7,335)
Other income, net		(605)		(684)
Income before income taxes		97,678		91,986
Provision for income taxes		23,404		21,136
Income before equity in net loss of unconsolidated affiliate		74,274		70,850
Equity in net loss of unconsolidated affiliate		480		—
Net income	$	73,794	$	70,850

Basic and diluted earnings per common share	$	0.41	$	0.40

Weighted-average common shares outstanding:
Basic		174,084		174,014
Diluted		174,496		174,371

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Archrock, Inc.

Condensed Consolidated Statements of Equity

(in thousands, except shares and per share amounts)

(unaudited)


				Additional
	Common Stock			Paid-in		Accumulated		Treasury Stock
		Amount	Shares	Capital		Deficit			Amount	Shares	Total
Balance at December 31, 2024	$	1,854	185,350,510	$	3,880,936	$	(2,438,074)	$	(121,185)	(10,182,985)	$	1,323,531
Shares repurchased		—	—		—		—		(223)	(9,161)		(223)
Shares withheld related to net settlement of equity awards		—	—		—		—		(14,974)	(504,367)		(14,974)
Cash dividends ($0.190 per common share)		—	—		—		(34,185)		—	—		(34,185)
Shares issued under ESPP		—	14,223		324		—		—	—		324
Stock-based compensation, net of forfeitures		8	795,774		4,019		—		—	(6,444)		4,027
Time-based cash or equity settled units settled as equity		1	62,500		1,755		—		—	—		1,756
Contribution to Enerflex		—	—		(1,123)		—		—	—		(1,123)
Net income		—	—		—		70,850		—	—		70,850
Balance at March 31, 2025	$	1,863	186,223,007	$	3,885,911	$	(2,401,409)	$	(136,382)	(10,702,957)	$	1,349,983

Balance at December 31, 2025	$	1,847	184,746,759	$	3,876,834	$	(2,257,386)	$	(129,816)	(9,877,754)	$	1,491,479
Shares repurchased		—	—		—		—		(4,422)	(170,952)		(4,422)
Shares retired		(8)	(818,432)		(20,233)		—		20,241	818,432		—
Shares withheld related to net settlement of equity awards		—	—		—		—		(12,920)	(464,146)		(12,920)
Cash dividends ($0.220 per common share)		—	—		—		(39,907)		—	—		(39,907)
Shares issued under ESPP		—	18,940		454		—		—	—		454
Stock-based compensation, net of forfeitures		9	924,991		6,802		—		—	(5,130)		6,811
Time-based cash or equity settled units settled as equity		1	91,677		2,712		—		—	—		2,713
Net income		—	—		—		73,794		—	—		73,794
Balance at March 31, 2026	$	1,849	184,963,935	$	3,866,569	$	(2,223,499)	$	(126,917)	(9,699,550)	$	1,518,002

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Archrock, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended
	March 31,
	2026		2025
Cash flows from operating activities:
Net income	$	73,794	$	70,850
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		69,734		57,620
Long-lived and other asset impairment		5,259		972
Equity in net loss of unconsolidated affiliate		480		—
Inventory write-downs		93		188
Amortization of operating lease right-of-use assets		1,156		1,204
Amortization of deferred financing costs		1,725		1,508
Amortization of debt premium		(501)		(501)
Amortization of capitalized implementation costs		1,030		762
Stock-based compensation expense		9,524		5,783
Provision for (benefit from) credit losses		(24)		156
Gain on sale of assets, net		(10,116)		(7,335)
Deferred income tax provision		22,445		19,954
Amortization of contract costs		4,923		5,889
Deferred revenue recognized in earnings		(6,260)		(3,746)
Changes in operating assets and liabilities:
Accounts receivable, net		(36,585)		(18,722)
Inventory		(34)		(5,288)
Other assets		34,503		(1,677)
Contract costs		(3,491)		(5,314)
Accounts payable and other liabilities		12,453		(11,924)
Deferred revenue		5,735		5,235
Other		10		14
Net cash provided by operating activities		185,853		115,628

Cash flows from investing activities:
Capital expenditures		(113,484)		(168,140)
Proceeds from sale of property, equipment and other assets		21,301		2,904
Proceeds from insurance and other settlements		—		1,440
Investments in unconsolidated affiliates		(1,768)		(235)
Net cash used in investing activities		(93,951)		(164,031)

Cash flows from financing activities:
Borrowings of long-term debt		371,125		404,675
Repayments of long-term debt		(1,192,825)		(305,675)
Proceeds from 2034 Notes offering		800,000		—
Payments of debt issuance costs		(10,499)		—
Dividends paid to stockholders		(39,907)		(34,185)
Repurchases of common stock		(4,422)		(223)
Taxes paid related to net share settlement of equity awards		(12,920)		(14,974)
Proceeds from stock issued under ESPP		454		324
Contribution to Enerflex		—		(1,123)
Net cash (used in) provided by financing activities		(88,994)		48,819
Net increase in cash and cash equivalents		2,908		416
Cash and cash equivalents, beginning of period		1,553		4,420
Cash and cash equivalents, end of period	$	4,461	$	4,836

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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1. Description of Business and Basis of Presentation

We are an energy infrastructure company with a primary focus on midstream natural gas compression. We are a premier provider of natural gas compression services, in terms of total compression fleet horsepower, to customers in the energy industry throughout the U.S., and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. Our business supports a must–run service that is essential to the production, processing, transportation and storage of natural gas.

We operate in two business segments: contract operations and aftermarket services. Our contract operations business primarily includes designing, sourcing, owning, installing, operating, servicing, repairing and maintaining our owned fleet of natural gas compression equipment to provide natural gas compression services to our customers. Our aftermarket services business provides a full range of services to support the compression needs of our customers that own compression equipment, including operations, maintenance, overhaul and reconfiguration services and sales of parts and components.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to this Form 10-Q and do not include all information and disclosures required by GAAP. Therefore, this information should be read in conjunction with our consolidated financial statements and notes contained in our 2025 Form 10-K. The information furnished herein reflects all adjustments that are, in the opinion of management, of a normal recurring nature and considered necessary for a fair statement of the results of the interim periods reported. All intercompany balances and transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

2. Recent Accounting Developments

Accounting Standards Updates Implemented

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends Topic 326 to provide for a practical expedient for all entities and an accounting policy election for entities other than public business entities related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB ASU 2016-10, Revenue from Contracts with Customers (Topic 606). All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. We adopted ASU 2025-05 on January 1, 2026 and elected the practical expedient. The adoption did not have a material impact on our condensed consolidated financial statements.

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disclosures, primarily focused on the disclosure of income taxes paid and the rate reconciliation table. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. We adopted ASU 2023-09 retrospectively during the year ended December 31, 2025.

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Business Combinations – Joint Venture Formations

In August 2023, the FASB issued ASU 2023-05, to reduce diversity in practice and provide decision-useful information to a joint venture’s investors by requiring that a joint venture apply a new basis of accounting upon formation. By applying a new basis of accounting, a joint venture will recognize and initially measure its assets and liabilities at fair value, with exceptions to fair value measurement that are consistent with the business combinations guidance, on the date of formation. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. Additionally, a joint venture that was formed before January 1, 2025, may elect to apply the amendments retrospectively if it has sufficient information to do so. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or been made available for issuance, either prospectively or retrospectively. We adopted ASU 2023-05 during the three months ended March 31, 2025 and its adoption had no impact on our condensed consolidated financial statements.

Accounting Standards Updates Not Yet Implemented

Accounting for Internal-Use Software Costs

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to clarify and modernize the accounting for costs related to internal-use software. ASU 2025-06 removes all references to software project development stages in Subtopic 350-40 and clarifies cost capitalization may begin when (1) management has authorized and committed to funding the project and (2) it is probable the project will be completed, and the software will be used to perform its intended function and provides new examples to illustrate its application. ASU 2025-06 specifies that the property, plant and equipment disclosure requirements apply to capitalized software costs accounted for under Subtopic 350-40, regardless of how those costs are presented in the financial statements. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our condensed consolidated financial statements and related disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), which will require tabular disclosures about certain expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Entities are required to adopt ASU 2024-03 prospectively with the option for retrospective application. We are currently evaluating the potential impact of adopting this new guidance on our condensed consolidated financial statements and related disclosures.

3. Business Transactions

NGCS Acquisition

On May 1, 2025, we completed the NGCS Acquisition, whereby we acquired all of the issued and outstanding equity interests in NGCS, including a fleet of approximately 326,000 operating horsepower and an 18,000 horsepower backlog of contracted new equipment, for aggregate total consideration of $349.4 million. Total consideration consisted of $296.5 million in cash, of which we paid $265.1 million to NGCSI sellers and $31.4 million to NGCSE sellers, and approximately 2.3 million shares of common stock issued to NGCSE sellers with an NGCS acquisition date fair value of $53.0 million. The cash portion of the purchase price was funded with borrowings under the Credit Facility. In accordance with the terms of the Merger Agreement, customary post-closing adjustments were made during the third quarter of 2025, resulting in a reduction to the purchase price of approximately $2.0 million.

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The NGCS Acquisition was accounted for using the acquisition method of accounting, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the NGCS acquisition date. The excess of the consideration transferred over those fair values is recorded as goodwill. The preliminary allocation of the purchase price, which is subject to certain adjustments, was based upon preliminary valuations. Our estimates and assumptions are subject to change upon the completion of management’s review of the final valuations. We are in the process of finalizing valuations related to deferred tax liabilities, tax contingencies and goodwill, which could impact future income tax expense. The final valuation of net assets acquired is expected to be completed as soon as practicable, but no later than one year from the NGCS acquisition date.

The following table summarizes the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed as of the NGCS acquisition date:


(in thousands)	NGCSI		NGCSE		NGCS
Cash	$	1,671	$	188	$	1,859
Accounts receivable		4,960		47		5,007
Inventory		11,385		—		11,385
Other current assets		143		—		143
Property, plant and equipment		200,637		40,460		241,097
Operating lease right of use asset		138		—		138
Goodwill		51,491		22,091		73,582
Intangible assets		33,320		31,210		64,530
Other assets		385		—		385
Accounts payable, trade		(2,700)		(49)		(2,749)
Accrued liabilities		(1,751)		(225)		(1,976)
Operating lease liabilities		(138)		—		(138)
Deferred tax liabilities		(33,988)		(9,374)		(43,362)
Other liabilities		(463)		—		(463)
Purchase price	$	265,090	$	84,348	$	349,438

Goodwill

The amount of goodwill resulting from the NGCS Acquisition is attributable to the expansion of our services in the Permian Basin where we currently operate and was allocated to our contract operations segment. The goodwill recorded is considered to have an indefinite life and will be reviewed annually for impairment or more frequently if indicators of potential impairment exist. None of the goodwill recorded for the NGCS Acquisition is expected to be deductible for U.S. federal income tax purposes.

Tax Contingency and Indemnification

We recorded a non-income tax-based contingency of $0.5 million and a corresponding indemnification asset of $0.5 million based on facts existing on the NGCS acquisition date. The non-income tax-based contingency arose from pre-acquisition activity at NGCS. As part of the NGCS Acquisition, the sellers agreed to indemnify us for certain non-income tax and environmental contingencies up to $11.4 million as of the NGCS acquisition date. Dependent upon facts and circumstances, the sellers’ indemnification obligation may be reduced over a period of four years from the NGCS acquisition date but may also be extended until the resolution of claims timely submitted to the sellers.

Results of Operations

The results of operations attributable to the NGCS Acquisition have been included in our condensed consolidated financial statements as part of our contract operations segment since the NGCS acquisition date. We are unable to provide earnings attributable to the assets acquired and liabilities assumed since the NGCS acquisition date, as we do not prepare full stand-alone earnings reports for those assets and liabilities.

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Transaction-Related Costs

The following table presents transaction-related costs incurred in connection with the NGCS Acquisition by cost type:


	Three months ended
(in thousands)	March 31, 2026		March 31, 2025
Professional fees ⁽¹⁾	$	285	$	2,870
Compensation-related costs ⁽²⁾		50		—
Total transaction-related costs	$	335	$	2,870

(1) Professional fees include legal, advisory, consulting and other fees.

(2) Compensation-related costs include amounts related to NGCSI employee retention and severance associated with the NGCS Acquisition. Payments are due and payable at various times up to and including the one-year anniversary of the NGCS Acquisition.

Valuation Methodologies

The valuation methodologies and significant inputs for fair value measurements associated with the NGCS Acquisition are detailed by significant asset class below. The fair value measurements for property, plant and equipment and intangible assets are based on significant inputs that are not observable in the market and therefore represent Level 3 measurements.

Property, Plant and Equipment

Property, plant and equipment is primarily comprised of natural gas and electric motor drive compression equipment that will depreciate on a straight-line basis over an estimated average remaining useful life of 15 years. The fair value of the property, plant and equipment was determined using both the cost and market approach. For most of the compression equipment, we estimated the replacement cost using the direct cost method by evaluating recent purchases of similar assets or published data, then adjusting the replacement cost for physical deterioration and functional and economic obsolescence, as applicable. For certain compression equipment, we then considered the market approach by comparing our estimated dollar per horsepower to market comparables and market participant assumptions and adjusted as necessary.

Other fixed assets were valued using the indirect cost method, whereby we applied asset-specific trend information using published indexes to calculate the estimated replacement cost of assets that were identified to be reflected at historical cost. Other assets were depreciated based on published normal useful life estimates and prior experience with similar assets.

Intangible Assets

The intangible assets consist of customer relationships and trade names that have estimated useful lives of 12 years and five years, respectively. The amount of intangible assets and their associated useful lives were determined based on the period over which the assets are expected to contribute directly or indirectly to our future cash flows.

The fair value of the identifiable intangible assets related to customer relationships was determined using the multi-period excess earnings method, which is a specific application of the discounted cash flow method, an income approach, whereby we estimated and then discounted the future cash flows of the intangible asset by adjusting overall business revenue for attrition, obsolescence, cost of sales, operating expenses, taxes and the required returns attributable to other contributory assets acquired. Significant estimates made in arriving at expected future cash flows included our expected customer attrition rate and the amount of earnings attributable to the assets. To discount the estimated future cash flows, we utilized a discount rate that was at a premium to our WACC to reflect the less liquid nature of the customer relationships relative to the tangible assets acquired.

The trade name fair market value was measured using the relief-from-royalty method under the income approach, whereby we calculated the royalty savings by estimating a reasonable royalty rate that a third party would negotiate in a licensing agreement expressed as a percentage of total revenue involving a trade name. The revenue related to the trade name was multiplied by the selected royalty rate over the estimated expected useful life of the trade name to arrive at the royalty savings. The royalty savings were tax effected and discounted to present value using a discount rate commensurate with the risk profile of the trade name relative to our WACC and the return on the other acquired assets.

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4. Inventory

Inventory is comprised of the following:


(in thousands)	March 31, 2026		December 31, 2025
Parts and supplies	$	92,879	$	96,943
Work in progress		16,842		12,804
Inventory	$	109,721	$	109,747

5. Property, Plant and Equipment, Net

Property, plant and equipment, net is comprised of the following:


(in thousands)	March 31, 2026		December 31, 2025
Compression equipment, facilities and other fleet assets	$	4,860,669	$	4,791,318
Land and buildings		36,180		36,058
Transportation and shop equipment		150,426		147,160
Computer hardware and software		80,765		79,367
Other		9,871		11,997
Property, plant and equipment		5,137,911		5,065,900
Accumulated depreciation		(1,438,775)		(1,407,811)
Property, plant and equipment, net	$	3,699,136	$	3,658,089

6. Investments in Unconsolidated Affiliates and Other Strategic Investments

Investment in FGC Holdco

In October 2024, we, together with ColdStream, entered into a limited liability agreement with FGC Holdco, a company that designs, manufactures and sells MaCH₄ NRS equipment through distributors. As of the effective date of the agreement, FGC Holdco had initial authorized capital of 1.0 million units, with 68% of its units issued to ColdStream and 32% of its units issued to us at a cost of $0.001 per unit. Subject to certain contractual provisions, we are obligated to fund, as capital contributions, our proportionate share of FGC Holdco’s general, administrative and operational costs and expenses. During the three months ended March 31, 2026 and 2025, we invested $0.4 million and $0.2 million, respectively, in FGC Holdco, and as of March 31, 2026 and December 31, 2025, the carrying value of our investment in FGC Holdco, including transaction costs of $0.2 million, was $0.1 million and $0.2 million, respectively, which is included in other assets in our condensed consolidated balance sheets.

We determined FGC Holdco is a VIE over which we do not have the power to direct the activities that most significantly impact economic performance and therefore are not the primary beneficiary. The board of directors of FGC Holdco have control over the activities that most significantly impact the economic performance, and while we have voting rights through board participation, we do not have the ability to control board decisions. We apply the equity method of accounting to account for this investment. The carrying value of our equity investment is impacted by our share of investee income or loss, distributions, amortization or accretion of basis differences and other-than-temporary impairments.

As of March 31, 2026, we had a $0.2 million basis difference between the cost of our investment and our proportionate share of the carrying value of FGC Holdco’s underlying net assets. The basis difference is primarily attributed to intangible assets and is being amortized over the estimated 20-year useful life. Basis differences are updated as needed to reflect the impact of additional capital contributions. We recognized losses of $0.5 million related to our investment in FGC Holdco for the three months ended March 31, 2026, which is included in equity in net loss of unconsolidated affiliate, in our condensed consolidated statements of operations.

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The investment is included in other assets in our condensed consolidated balance sheets. Cash contributions are included in the investing activities section of our condensed consolidated statements of cash flows. See Note 16 (“Related Party Transactions”) for further details.

Investment in Ionada

We are the lead investor in a series A preferred financing round for Ionada, a global carbon capture technology company committed to reducing GHG emissions and creating a sustainable future. We have elected the fair value measurement alternative to account for this investment. See Note 15 (“Fair Value Measurements”) for further details.

On March 13, 2026, we invested an additional $1.3 million in Ionada and as a result, the carrying value of our investment in Ionada at March 31, 2026 was $6.8 million, including transaction costs of $0.5 million, and is included in other assets in our condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025, we had a fully diluted ownership equity interest in Ionada of 16% and 12%, respectively. Subject to certain contractual conditions, we may invest on the same terms and conditions as the initial and secondary investments up to $4.8 million prior to July 2026, for a fully diluted ownership interest up to 24%.

Investment in ECOTEC

We hold a 25% equity interest in ECOTEC, a company specializing in methane emissions detection, monitoring and management. We have elected the fair value option to account for this investment, and during the three months ended March 31, 2026 and 2025, we did not recognize unrealized gains or losses related to the change in fair value of our investment. Changes in the fair value of this investment are recognized in other income, net in our condensed consolidated statements of operations. See Note 15 (“Fair Value Measurements”) for further details.

Other Strategic Investments

In December 2025, we entered into a SAFE with Shoreline AI, a software-as-a-service company, focused on predictive maintenance for energy infrastructure assets. We have elected the fair value measurement alternative to account for this investment and as of March 31, 2026 and December 31, 2025, the carrying value of our investment was equal to its $5.2 million cost, including transaction costs of $0.2 million, and is included in other assets in our condensed consolidated balance sheets.

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7. Long-Term Debt

Long–term debt is comprised of the following:


(in thousands)		March 31, 2026			December 31, 2025
Credit Facility		$	96,775		$	918,475

6.000% senior notes due February 2034:
Principal outstanding			800,000			—
Unamortized debt issuance costs			(10,393)			—
			789,607			—
6.625% senior notes due September 2032:
Principal outstanding			700,000			700,000
Unamortized debt issuance costs			(8,043)			(8,356)
			691,957			691,644
6.250% senior notes due April 2028:
Principal outstanding			800,000			800,000
Unamortized debt premium			4,011			4,513
Unamortized debt issuance costs			(3,322)			(3,739)
			800,689			800,774

Long-term debt		$	2,379,028		$	2,410,893

Credit Facility

Third Amendment to the Amended and Restated Credit Agreement

In December 2025, we amended our Amended and Restated Credit Agreement to, among other things, remove the 0.10% per annum credit spread adjustment that was previously included in the calculation of the interest rate applicable to the loans made under the Credit Facility, decrease the applicable margin for all borrowings by 0.25% per annum such that the applicable margin for borrowings varies and decrease the commitment fee payable on the daily unused amount of the Credit Facility from 0.375% per annum to 0.25% per annum when less than 50% of the Credit Facility is utilized. We did not incur any transaction costs related to the Third Amendment to the Amended and Restated Credit Agreement.

As of March 31, 2026, there were $2.6 million letters of credit outstanding under the Credit Facility and the applicable margin on borrowings outstanding was 1.4%. The weighted average annual interest rate on the outstanding balance under the Credit Facility was 5.1% and 5.8% at March 31, 2026 and December 31, 2025, respectively. We incurred $0.7 million and $0.6 million of commitment fees on the daily unused amount of the Credit Facility during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, we were in compliance with all covenants under our Amended and Restated Credit Agreement. Additionally, all undrawn capacity on our Credit Facility was available for borrowings as of March 31, 2026.

Second Amendment to the Amended and Restated Credit Agreement

In May 2025, we amended our Amended and Restated Credit Agreement to, among other things, increase the borrowing capacity of the Credit Facility from $1.1 billion to $1.5 billion and to provide for the ability for the borrowers to request additional increases in the aggregate commitments under the Credit Facility to a total amount not to exceed $2.3 billion (with any increase being at the discretion of the lenders and subject to the satisfaction of certain conditions set forth in the Amended and Restated Credit Agreement).

During the year ended December 31, 2025, we incurred $1.9 million in transaction costs related to the Second Amendment to the Amended and Restated Credit Agreement, which were included in other assets in our condensed consolidated balance sheets and are being amortized over the remaining term of the Credit Facility.

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First Amendment to the Amended and Restated Credit Agreement

In August 2024, we amended our Amended and Restated Credit Agreement to, among other things:

●

increase the borrowing capacity of the Credit Facility from $750.0 million to $1.1 billion;

●

increase the portion of the Credit Facility available for the issuance of swing line loans from $75.0 million to $110.0 million;

●

increase the cash dominion trigger threshold amount from $75.0 million to $110.0 million;

●

add certain financial institutions as lenders under the Credit Facility;

●

join a newly formed wholly owned subsidiary of Archrock Services, L.P. as a guarantor and grantor under the Credit Facility; and

●

modify certain other covenants to which we are subject.

We incurred $2.6 million in transaction costs related to the First Amendment to the Amended and Restated Credit Agreement, which were included in other assets in our condensed consolidated balance sheets and are being amortized over the remaining term of the Credit Facility.

2034 Notes

On January 21, 2026, we completed a private offering of $800.0 million aggregate principal amount of 6.0% senior notes due 2034 and received net proceeds of $789.4 million after deducting issuance costs. In January 2026, the approximately $10.6 million of issuance costs were recorded as deferred financing costs within long-term debt in our condensed consolidated balance sheets and are being amortized to interest expense in our condensed consolidated statement of operations over the term of the notes. The net proceeds were used to repay borrowings outstanding under our Credit Facility.

The 2034 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the U.S. except pursuant to a registration exemption under the Securities Act and applicable state securities laws. We offered and issued the 2034 Notes only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act. The 2034 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by us, and by all of our existing subsidiaries, other than Archrock Services, L.P. and Archrock Partners Finance Corp., which are the issuers of the 2034 Notes. The 2034 Notes and the guarantees rank equally in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness.

We may, at our option, redeem all or part of the 2034 Notes at any time on or after February 1, 2029, at specified redemption prices, plus any accrued and unpaid interest. In addition, prior to February 1, 2029, we may redeem up to 40% of the 2034 Notes, in an amount equal to the net cash proceeds of one or more equity offerings, at a specified redemption price, plus any accrued and unpaid interest. We may also redeem all or part of the 2034 Notes at any time prior to February 1, 2029 at a redemption price equal to the principal amount and a make whole premium, plus any accrued and unpaid interest.

The indenture governing the 2034 Notes contains covenants that, among other things, limit our ability to pay dividends on, repurchase or redeem our common stock or repurchase or redeem subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred securities; create or incur certain liens; sell assets; consolidate, merge or transfer all or substantially all of our assets; enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; engage in transactions with affiliates; and create unrestricted subsidiaries. If the 2034 Notes achieve an investment grade rating from any two out of three of Moody’s Investors Service, Inc., Fitch Ratings, Inc. and S&P Global Ratings and no default has occurred and is continuing, many of these covenants will terminate. The indenture governing the 2034 Notes also contains customary events of default.

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2032 Notes

In August 2024, we completed a private offering of $700.0 million aggregate principal amount of 6.625% senior notes due September 2032 and received net proceeds of $690.0 million after deducting issuance costs. The $10.0 million of issuance costs were recorded as deferred financing costs within long-term debt in our condensed consolidated balance sheets and are being amortized to interest expense in our condensed consolidated statement of operations over the term of the notes. A portion of the net proceeds were used to fund a portion of the cash consideration for the TOPS Acquisition, the 2027 Notes Tender Offer and to repay borrowings outstanding under our Credit Facility.

The 2032 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the U.S. except pursuant to a registration exemption under the Securities Act and applicable state securities laws. We offered and issued the 2032 Notes only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act.

The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by us, and by all of our existing subsidiaries, other than Archrock Partners, L.P. and Archrock Partners Finance Corp., which are the issuers of the 2032 Notes. The 2032 Notes and the guarantees rank equally in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness.

We may, at our option, redeem all or part of the 2032 Notes at any time on or after September 1, 2027, at specified redemption prices, plus any accrued and unpaid interest. In addition, prior to September 1, 2027, we may redeem up to 40% of the 2032 Notes, in an amount equal to the net cash proceeds of one or more equity offerings, at a specified redemption price, plus any accrued and unpaid interest. We may also redeem all or part of the 2032 Notes at any time prior to September 1, 2027 at a redemption price equal to the principal amount and a make whole premium, plus any accrued and unpaid interest.

The indenture governing the 2032 Notes contains covenants that, among other things, limit our ability to pay dividends on, repurchase or redeem our common stock or repurchase or redeem subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred securities; create or incur certain liens; sell assets; consolidate, merge or transfer all or substantially all of our assets; enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; engage in transactions with affiliates; and create unrestricted subsidiaries. If the 2032 Notes achieve an investment grade rating from each of Moody’s Investors Service, Inc. and S&P Global Ratings and no default has occurred and is continuing, many of these covenants will terminate. The indenture governing the 2032 Notes also contains customary events of default.

2028 Notes

In December 2020, we completed a private offering of $300.0 million aggregate principal amount of 6.25% senior notes due April 2028, which were issued pursuant to the indenture under which we completed a private offering of $500.0 million aggregate principal amount of 6.25% senior notes in December 2019. The notes of the two offerings have identical terms and are treated as a single class of securities. The $300.0 million of notes were issued at 104.875% of their face value and have an effective interest rate of 5.6%. The $500.0 million of notes were issued at 100% of their face value and have an effective interest rate of 6.8%.

The net proceeds from the 2028 Notes were used to repay borrowings outstanding under our Credit Facility. Issuance costs related to the 2028 Notes were considered deferred financing costs, and together with the issue premium of the December 2020 offering of 2028 Notes, were recorded within long-term debt in our consolidated balance sheets and were being amortized to interest expense in our consolidated statements of operations over the terms of the notes.

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2028 Notes Redemption

On April 1, 2026, we repurchased our 2028 Notes. The 2028 Notes were redeemed at 100% of their $800.0 million aggregate principal amount plus accrued and unpaid interest of approximately $25.0 million with borrowings under the Credit Facility. We recorded a debt extinguishment gain of $0.7 million during the second quarter of 2026 due to the write-off of unamortized debt premium of $4.0 million, which was partially offset by the write-off of unamortized debt issuance costs of $3.3 million.

2027 Notes

In March 2019, we completed a private offering of $500.0 million aggregate principal amount of 6.875% senior notes due April 2027 and received net proceeds of $491.2 million after deducting issuance costs of $8.8 million. The $500.0 million of notes were issued at 100% of their face value and have an effective interest rate of 7.9%.

The net proceeds from the 2027 Notes were used to repay borrowings outstanding under our Credit Facility. Issuance costs related to the 2027 Notes were considered deferred financing costs and were recorded within long-term debt in our consolidated balance sheets and were being amortized to interest expense in our consolidated statements of operations over the terms of the notes.

2027 Notes Tender Offer

In connection with the offering of the 2032 Notes, we completed a concurrent cash tender offer of $202.0 million, which reflects approximately 101% of the $200.0 million aggregate principal amount of the tendered 2027 Notes and $0.2 million of agent and legal fees. On the date of tender, the net carrying value of the tendered 2027 Notes was $198.8 million and during the third quarter of 2024, we recorded a debt extinguishment loss of $3.2 million in our condensed consolidated statements of operations.

2027 Notes Redemption

In November 2025, we repurchased our 2027 Notes. The 2027 Notes were redeemed at 100% of their $300.0 million aggregate principal amount plus accrued and unpaid interest of approximately $2.6 million with borrowings under the Credit Facility. We recorded a debt extinguishment loss of $0.9 million related to unamortized debt issuance costs during the fourth quarter of 2025.

8. Commitments and Contingencies

Insurance Matters

Our business can be hazardous, involving unforeseen circumstances such as uncontrollable flows of natural gas or well fluids and fires or explosions. As is customary in our industry, we review our safety equipment and procedures and carry insurance against some, but not all, risks of our business. Our insurance coverage includes property damage, general liability and commercial automobile liability and other coverage we believe is appropriate. We believe that our insurance coverage is customary for the industry and adequate for our business, however, losses and liabilities not covered by insurance would increase our costs.

Additionally, we are substantially self–insured for workers’ compensation and employee group health claims in view of the relatively high per–incident deductibles we absorb under our insurance arrangements for these risks. Losses up to the deductible amounts are estimated and accrued based upon known facts, historical trends and industry averages. We are also self–insured for property damage to our offshore assets.

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Tax Matters

We are subject to a number of state and local taxes that are not income–based. As many of these taxes are subject to audit by the taxing authorities, it is reasonably possible that an audit could result in additional taxes due. We accrue for such additional taxes when we determine that it is probable that we have incurred a liability and we can reasonably estimate the amount of the liability. As of March 31, 2026 and December 31, 2025, we accrued $6.6 million and $7.9 million, respectively, for the outcomes of non–income–based tax audits. We do not expect that the ultimate resolutions of these audits will result in a material variance from the amounts accrued. We do not accrue for unasserted claims for tax audits unless we believe the assertion of a claim is probable, it is probable that it will be determined that the claim is owed and we can reasonably estimate the claim or range of the claim. We believe the likelihood is remote that the impact of potential unasserted claims from non–income–based tax audits could be material to our condensed consolidated financial position, but it is reasonably possible that the resolution of future audits could be material to our condensed consolidated results of operations or cash flows.

As of March 31, 2026 and December 31, 2025, $2.9 million and $3.1 million, respectively, of the tax contingencies mentioned above had an offsetting indemnification asset.

We settled certain sales and use tax audits for which we recorded a net benefit of $27.8 million during the year ended December 31, 2025, which was primarily reflected as a decrease to cost of sales, exclusive of depreciation and amortization. For subsequent open certain sales and use tax periods, we recorded tax credits as a net benefit of $8.0 million during the year ended December 31, 2025, which was primarily reflected as a decrease to cost of sales, exclusive of depreciation and amortization. As of March 31, 2026, these settlements and credits were reflected in our condensed consolidated balance sheet as a $6.1 million tax refund receivable and an offsetting $0.3 million in accrued liabilities and $1.0 million in other liabilities. As of December 31, 2025, these settlements and credits were reflected in our condensed consolidated balance sheet as a $41.5 million tax refund receivable and an offsetting $9.9 million in accrued liabilities and $1.0 million in other liabilities.

Litigation and Claims

In the ordinary course of business, we are involved in various pending or threatened legal actions. While we are unable to predict the ultimate outcome of these actions, we believe that any ultimate liability arising from any of these actions will not have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows, including our ability to pay dividends. However, because of the inherent uncertainty of litigation and arbitration proceedings, we cannot provide assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows, including our ability to pay dividends.

9. Stockholders’ Equity

NGCS Acquisition

In May 2025, we completed the NGCS Acquisition and issued approximately 2.3 million shares of common stock to NGCSE sellers as part of the acquisition purchase price. The NGCS acquisition date fair value was $53.0 million and is reflected in common stock and additional paid-in capital in our condensed consolidated statements of equity. See Note 3 (“Business Transactions”) for further details.

Share Repurchases

Share Repurchase Program

Our Board of Directors authorized the Share Repurchase Program in April 2023 that allowed us to repurchase and retire up to $50.0 million of outstanding common stock. Between April 2024 and October 2025, extensions of the Share Repurchase Program were approved by our Board of Directors to repurchase and retire outstanding common stock through December 31, 2026. As of March 31, 2026, available capacity under the Share Repurchase Program was $113.2 million.

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Under the Share Repurchase Program, shares of our common stock may be repurchased periodically, including in the open market, privately negotiated transactions, or otherwise in accordance with applicable federal securities laws, at any time.

Since April 2023 and through March 31, 2026, we have repurchased 4,632,263 shares of common stock at an average price of $20.91 per share, for an aggregate of $96.9 million. As of March 31, 2026, we have retired all of the shares of common stock that had been previously repurchased under the Share Repurchase Program.

Shares Withheld Related to Net Settlement of Equity Awards

The 2020 Plan allows us to withhold shares upon vesting of restricted stock at the then-current market price to cover taxes required to be withheld on the vesting date.

The following table summarizes shares repurchased and shares withheld:


		Three Months Ended March 31, 2026
(dollars in thousands, except per share amounts)		Total Number of Shares		Average Price per Share		Total Cost of Shares
Shares repurchased under the Share Repurchase Program			170,952	$	25.87	$	4,422
Shares withheld related to net settlement of equity awards			464,146		27.84		12,920
Total			635,098	$	27.31	$	17,342

		Three Months Ended March 31, 2025
(dollars in thousands, except per share amounts)		Total Number of Shares		Average Price per Share		Total Cost of Shares
Shares repurchased under the Share Repurchase Program			9,161	$	24.39	$	223
Shares withheld related to net settlement of equity awards			504,367		29.69		14,974
Total			513,528	$	29.59	$	15,197

Cash Dividends

The following table summarizes our dividends declared and paid in each of the quarterly periods of 2026 and 2025:


	Dividends per
(dollars in thousands, except per share amounts)	Common Share		Dividends Paid
2026
Q1		0.220		39,907

2025
Q4	$	0.210	$	36,876
Q3		0.210		36,921
Q2		0.190		33,620
Q1		0.190		34,185

On April 30, 2026, our Board of Directors declared a quarterly dividend of $0.22 per share of common stock, or approximately $38.7 million, to be paid on May 19, 2026 to stockholders of record at the close of business on May 12, 2026.

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10. Revenue from Contracts with Customers

The following table presents our revenue from contracts with customers by segment and disaggregated by revenue source:


	Three Months Ended
	March 31,
(in thousands)	2026		2025
Contract operations:
0 ― 1,000 horsepower per unit	$	107,140	$	102,232
1,001 ― 1,500 horsepower per unit		109,451		101,602
Over 1,500 horsepower per unit		114,151		96,416
Other ⁽¹⁾		138		147
Total contract operations revenue ⁽²⁾		330,880		300,397

Aftermarket services:
Services		21,472		26,055
OTC parts and components sales		21,415		20,711
Total aftermarket services revenue ⁽³⁾		42,887		46,766

Total revenue	$	373,767	$	347,163

(1) Primarily relates to fees associated with owned non-compression equipment.

(2) Includes $1.5 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively, related to billable maintenance on owned compressors that was recognized at a point in time. All other contract operations revenue is recognized over time.

(3) Services revenue within aftermarket services is recognized over time. OTC parts and components sales are recognized at a point in time.

See Note 17 (“Segments”) for further details.

Performance Obligations

As of March 31, 2026, we had $864.6 million of remaining performance obligations related to our contract operations segment, which will be recognized through 2032 as follows:


(in thousands)		2026			2027			2028			2029			2030		Thereafter ⁽¹⁾			Total
Remaining performance obligations		$	440,987		$	287,989		$	92,252		$	29,012		$	12,185	$	2,127		$	864,552

(1) Performance obligations are expected to be $1.4 million and $0.7 million during the years ending December 31, 2031 and 2032, respectively.

We do not disclose the aggregate transaction price for the remaining performance obligations for aftermarket services as there are no contracts with customers with an original contract term that is greater than one year.

Receivables from Contracts with Customers

As of March 31, 2026 and December 31, 2025, our receivables from contracts with customers, net of allowance for credit losses, were $144.4 million and $128.9 million, respectively.

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Allowance for Credit Losses

The changes in our allowance for credit losses are as follows:


(in thousands)	2026
Balance at beginning of period	$	1,205
Benefit from credit losses		(24)
Write-offs charged against allowance		(26)
Balance at end of period	$	1,155

Contract Liabilities

Freight billings to customers for the transport of compression assets, customer–specified modifications of compression assets and milestone billings on aftermarket services often result in a contract liability. As of March 31, 2026 and December 31, 2025, our contract liabilities were $11.5 million and $12.0 million, respectively, which are included in deferred revenue and other long-term liabilities in our condensed consolidated balance sheets.

During the three months ended March 31, 2026 and 2025, we deferred revenue of $5.7 million and $5.2 million, respectively, and recognized revenue of $6.3 million and $3.7 million, respectively. The revenue recognized and deferred during the periods is primarily related to freight billings for contract operations and milestone billings for aftermarket services.

11. Long-Lived and Other Asset Impairment

Compression Fleet

We periodically review the future deployment of our idle compression assets for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. Based on these reviews, we determine that certain idle compressors should be retired from the active fleet. The retirement of these units from the active fleet triggers a review of these assets for impairment and as a result of our review, we may record an asset impairment to reduce the book value of each unit to its estimated fair value. The fair value of each unit is estimated based on the expected net sale proceeds compared to other fleet units we recently sold, a review of other units recently offered for sale by third parties or the estimated component value of the equipment we plan to use.

In connection with our review of our idle compression assets, we evaluate for impairment idle units that were culled from our fleet in prior years and are available for sale. Based on that review, we may reduce the expected proceeds from disposition and record additional impairment to reduce the book value of each unit to its estimated fair value.

The following table presents the results of our compression fleet impairment review as recorded in our contract operations segment:


		Three Months Ended
		March 31,
(dollars in thousands)		2026			2025
Idle compressors retired from the active fleet			60			20
Horsepower of idle compressors retired from the active fleet			24,000			6,000
Impairment recorded on idle compressors retired from the active fleet		$	5,259		$	972

See Note 15 (“Fair Value Measurements”) for further details.

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12. Restructuring Charges

During the second quarter of 2025, management approved and initiated a plan to exit certain facilities that were no longer deemed economical for our business, and during the first quarter of 2026, we continued to execute the plan and incurred $0.1 million of costs to exit these facilities. The facility closure costs incurred under the above restructuring plan were recorded to restructuring charges in our condensed consolidated statements of operations. We expect to incur additional restructuring charges of $0.2 million to $0.4 million over the next three months related to these restructuring activities.

During the first quarter of 2025, management approved and executed a plan to exit a facility no longer deemed economical for our business, and in the first quarter of 2025, we incurred $0.7 million of costs to exit this facility. The severance and property disposal costs incurred under the above restructuring plan were recorded to restructuring charges in our condensed consolidated statements of operations. We do not expect to incur additional restructuring charges related to these restructuring activities.

The following table presents restructuring charges incurred by segment:


		Contract		Aftermarket
(in thousands)		Operations		Services		Other⁽¹⁾		Total
Three months ended March 31, 2026
Facility closure		$	136	$	—	$	—	$	136
Total restructuring charges		$	136	$	—	$	—	$	136

Three months ended March 31, 2025
Facility closure		$	520	$	—	$	145	$	665
Total restructuring charges		$	520	$	—	$	145	$	665

(1)	Represents expense incurred within our corporate function and not directly attributable to our segments.

The following table presents restructuring charges incurred by cost type:


	Three Months Ended March 31,
(in thousands)	2026		2025
Facility closure
Severance costs	$	—	$	596
Property disposal and closure costs		136		69
Total restructuring costs	$	136	$	665

13. Income Taxes

Effective Tax Rate

The year-to-date effective tax rate for the three months ended March 31, 2026 differed significantly from our statutory rate primarily due to state taxes, unrecognized tax benefits and the limitation on executive compensation partially offset by the benefit from equity-settled long term incentive compensation.

14. Earnings Per Common Share

Basic earnings per common share is computed using the two–class method, which is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Under the two–class method, basic earnings per common share is determined by dividing net income, after deducting amounts allocated to participating securities, by the weighted average number of common shares outstanding for the period. Participating securities include unvested restricted stock and stock–settled restricted stock units that have nonforfeitable rights to receive dividends or dividend equivalents, whether paid or unpaid. During periods of net loss, only distributed earnings (dividends) are allocated to participating securities, as participating securities do not have a contractual obligation to participate in our undistributed losses.

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Diluted earnings per common share is computed using the weighted average number of common shares outstanding adjusted for the incremental common stock equivalents attributed to outstanding performance–based restricted stock units and stock to be issued pursuant to our ESPP unless their effect would have been anti–dilutive.

The following table shows the calculation of net income attributable to common stockholders, which is used in the calculation of basic and diluted earnings per common share, potential shares of common stock that were included in computing diluted earnings per common share and the potential shares of common stock issuable that were excluded from computing diluted earnings per common share as their inclusion would have been anti–dilutive:


			Three Months Ended
			March 31,
(in thousands)			2026			2025
Net income			$	73,794		$	70,850
Less: Allocation of earnings to participating securities				(1,801)			(1,407)
Net income attributable to common stockholders			$	71,993		$	69,443

Allocation of earnings to cash or share settled restricted stock units ⁽¹⁾				—			464
Diluted net income attributable to common stockholders			$	71,993		$	69,907

Weighted-average common shares outstanding used in basic earnings per common share				174,084			174,014
Effect of dilutive securities:
Performance-based restricted stock units				310			355
Time-based restricted stock units				97			—
ESPP shares				5			2
Weighted-average common shares outstanding used in diluted earnings per common share				174,496			174,371

(1)	Excludes the income effect of participating liability awards that permit share settlement as the effect would be anti-dilutive.

15. Fair Value Measurements

The accounting standard for fair value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value into the following three categories:

●

Level 1 – quoted unadjusted prices for identical instruments in active markets to which we have access at the date of measurement.

●

Level 2 – quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model–derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or prices vary substantially over time or among brokered market makers.

●

Level 3 – model–derived valuation in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those that reflect our own assumptions regarding how market participants would price the asset or liability based on the best available information.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

Investment in ECOTEC

As of March 31, 2026, we owned a 25% equity interest in ECOTEC in which we have elected the fair value option to account for this investment. There were no purchases of equity interests or unrealized changes in the fair value of our investment in ECOTEC recognized during both the three months ended March 31, 2026 and 2025. The fair value of our investment in ECOTEC at both March 31, 2026 and December 31, 2025 was $14.6 million, and is included in other assets in our condensed consolidated balance sheets.

The fair value determination of this investment primarily consisted of unobservable inputs, which creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement, which was valued through an average of an income approach (discounted cash flow method) and a market approach (guideline public company method), are the WACC and the revenue multiples. Significant increases (decreases) in these inputs in isolation would result in a significantly higher (lower) fair value measurement. This fair value measurement is classified as Level 3. See Note 6 (“Investments in Unconsolidated Affiliates and Other Strategic Investments”) for further details.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Investments in Unconsolidated Affiliates and Other Strategic Investments

As of March 31, 2026 and December 31, 2025, the carrying value of our investments in which we have elected the fair value measurement alternative was $12.0 million and $10.6 million, respectively, and is included in other assets in our condensed consolidated balance sheets. There were no upward adjustments, impairments or downward adjustments to the carrying value of these investments as of both March 31, 2026 and December 31, 2025. See Note 6 (“Investments in Unconsolidated Affiliates and Other Strategic Investments”) for further details.

Compression Fleet

During the three months ended March 31, 2026, we recorded nonrecurring fair value measurement adjustments related to our idle compressors. Our estimate of the compression fleet’s fair value was primarily based on the expected net sale proceeds compared with other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use. We discounted the expected proceeds, net of selling and other carrying costs, using a weighted average disposal period of four years. These fair value measurements are classified as Level 3.

The fair value of our impaired compression fleet as of March 31, 2026 and December 31, 2025 was as follows:


(in thousands)	March 31, 2026		December 31, 2025
Impaired compression fleet	$	737	$	871

The significant unobservable inputs used to develop the above fair value measurements were weighted by the relative fair value of the compression fleet being measured. Additional quantitative information related to our significant unobservable inputs follows:


		Range		Weighted Average ⁽¹⁾
Estimated net sale proceeds:
As of March 31, 2026		$0 - $241 per horsepower		$53 per horsepower
As of December 31, 2025		$0 - $241 per horsepower		$54 per horsepower

(1) Calculated based on an estimated discount for market liquidity of 20% and 19% as of March 31, 2026 and December 31, 2025, respectively.

See Note 11 (“Long-Lived and Other Asset Impairment”) for further details.

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Other Financial Instruments

The carrying amounts of our cash, accounts receivable and accounts payable approximate fair value due to the short–term nature of these instruments.

The carrying amount of borrowings outstanding under our Credit Facility approximates fair value due to its variable interest rate. The fair value of these outstanding borrowings is a Level 3 measurement.

The fair value of our fixed rate debt is estimated using yields observable in active markets, which are Level 2 inputs, and was as follows:


(in thousands)		March 31, 2026			December 31, 2025
Carrying amount of fixed rate debt ⁽¹⁾		$	2,300,000		$	1,500,000
Fair value of fixed rate debt			2,311,000			1,527,000

(1) Carrying amounts exclude unamortized premium and deferred financing costs. See Note 7 (“Long-Term Debt”) for further details.

16. Related Party Transactions

ECOTEC

During both the three months ended March 31, 2026 and March 31, 2025, we made purchases of $0.2 million, from our unconsolidated affiliate ECOTEC.

FGC Holdco

During the three months ended March 31, 2026, we made no purchases from our unconsolidated affiliate FGC Holdco, whereas during the three months ended March 31, 2025, we made purchases of $1.9 million from our unconsolidated affiliate to sell to third parties or for use in our operations.

The carrying value of assets and liabilities recognized in our condensed consolidated balance sheets related to our variable interests in FGC Holdco and our maximum exposure to loss related to our involvement with an unconsolidated VIE were as follows:


(in thousands)	March 31, 2026		December 31, 2025
Inventory	$	7,718	$	7,718
Investment in unconsolidated affiliate		127		159
Total VIE assets		7,845		7,877
Maximum exposure to loss	$	7,845	$	7,877

Hilcorp

From August 2019 to present, our Board of Directors has included a member affiliated with our customer Hilcorp or its subsidiaries or affiliates. Revenue from Hilcorp and affiliates was $9.0 million and $11.1 million during the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, there were no used equipment sales to Hilcorp and affiliates, whereas during the three months ended March 31, 2025, we recorded a sale of used equipment to Hilcorp and affiliates of $9.9 million.

Accounts receivable, net due from Hilcorp and affiliates was $0.1 million and $1.7 million as of March 31, 2026 and December 31, 2025, respectively.

Shoreline AI

During the three months ended March 31, 2026, we made no purchases from our unconsolidated affiliate Shoreline AI for use in our operations.

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17. Segments

We manage our business segments primarily based on the type of product or service provided. We have two segments that we operate within the U.S.: contract operations and aftermarket services. Our contract operations segment primarily provides natural gas compression services to meet specific customer requirements. Our aftermarket services segment provides a full range of services to support the compression needs of customers, from parts sales and normal maintenance services to full operation of a customer’s owned assets.

Our CODM is our President & Chief Executive Officer. Our CODM evaluates the performance of our segments and allocates resources primarily based on adjusted gross margin, defined as revenue less cost of sales, exclusive of depreciation and amortization, which are key components of segment operations. Adjusted gross margin is the primary measure used by our CODM to evaluate segment performance because it focuses on the current performance of segment operations and excludes the impact of the prior historical costs of assets acquired or constructed that are utilized in those operations, the indirect costs associated with our SG&A activities, our financing methods and income taxes. Our CODM considers adjusted gross margin forecast to actual results and period over period financial variances in conjunction with product and customer service metrics and market trends when assessing segment performance and deciding how to allocate resources.

Summarized financial information for our reporting segments is shown below:


	Contract		Aftermarket
(in thousands)	Operations		Services		Total
Three months ended March 31, 2026
Revenue⁽¹⁾	$	330,880	$	42,887	$	373,767
Cost of sales, exclusive of depreciation and amortization		93,271		33,073		126,344
Adjusted gross margin		237,609		9,814		247,423

Three months ended March 31, 2025
Revenue⁽¹⁾	$	300,397	$	46,766	$	347,163
Cost of sales, exclusive of depreciation and amortization		89,799		35,257		125,056
Adjusted gross margin		210,598		11,509		222,107

(1)	Segment revenue includes only sales to external customers.

The following table reconciles gross margin, the most directly comparable GAAP measure, to adjusted gross margin:


		Three Months Ended
		March 31,
(in thousands)		2026			2025
Total revenues		$	373,767		$	347,163
Cost of sales, exclusive of depreciation and amortization			(126,344)			(125,056)
Depreciation and amortization			(69,734)			(57,620)
Gross margin			177,689			164,487
Depreciation and amortization			69,734			57,620
Adjusted gross margin		$	247,423		$	222,107

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The following table reconciles adjusted gross margin to income before income taxes:


	Three Months Ended
	March 31,
(in thousands)	2026		2025
Adjusted gross margin	$	247,423	$	222,107
Less:
Selling, general and administrative		45,231		37,207
Depreciation and amortization		69,734		57,620
Long-lived and other asset impairment		5,259		972
Restructuring charges		136		665
Interest expense		39,510		37,741
Transaction-related costs		596		3,935
Gain on sale of assets, net		(10,116)		(7,335)
Other income, net		(605)		(684)
Income before income taxes	$	97,678	$	91,986

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q and in conjunction with our 2025 Form 10-K.

OVERVIEW

We are an energy infrastructure company with a primary focus on midstream natural gas compression and a commitment to helping our customers produce, compress and transport natural gas in a safe and environmentally responsible way. We are a premier provider of natural gas compression services, in terms of total compression fleet horsepower, to customers in the energy industry throughout the U.S., and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. Our business supports a must-run service that is essential to the production, processing, transportation and storage of natural gas.

Significant 2026 Transactions

2028 Notes Redemption

2034 Notes

Operating Highlights


	Three Months Ended
	March 31,
(horsepower in thousands)	2026		2025
Total available horsepower (at period end)⁽¹⁾	4,765		4,461
Total operating horsepower (at period end)⁽²⁾	4,528		4,283
Average operating horsepower⁽³⁾	4,553		4,254
Horsepower utilization:
Spot (at period end)	95	%	96	%
Average	95	%	96	%

(1) Defined as idle and operating horsepower. Includes new compressors completed by third party manufacturers that have been delivered to us.

(2) Defined as horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue.

(3) Defined as average of period end horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue, including operating horsepower for compressors acquired in the NGCS Acquisition beginning May 1, 2025.

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Non–GAAP Financial Measures

Management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include the non-GAAP financial measure of adjusted gross margin.

We define adjusted gross margin as total revenue less cost of sales, exclusive of depreciation and amortization. Adjusted gross margin is included as a supplemental disclosure because it is a primary measure used by our management to evaluate the results of revenue and cost of sales, exclusive of depreciation and amortization, which are key components of our operations. We believe adjusted gross margin is important because it focuses on the current operating performance of our operations and excludes the impact of the prior historical costs of the assets acquired or constructed that are utilized in those operations, the indirect costs associated with our SG&A activities, our financing methods and income taxes. In addition, depreciation and amortization may not accurately reflect the costs required to maintain and replenish the operational usage of our assets and therefore may not portray the costs of current operating activity. As an indicator of our operating performance, adjusted gross margin should not be considered an alternative to, or more meaningful than, gross margin, net income or any other measure presented in accordance with GAAP. Our adjusted gross margin may not be comparable to a similarly titled measure of other entities because other entities may not calculate adjusted gross margin in the same manner.

Adjusted gross margin has certain material limitations associated with its use as compared to net income. These limitations are primarily due to the exclusion of SG&A, depreciation and amortization, long-lived and other asset impairment, restructuring charges, interest expense, transaction-related costs, gain on sale of assets, net, other income, net, provision for income taxes and equity in net loss of unconsolidated affiliate. Because we intend to finance a portion of our operations through borrowings, interest expense is a necessary element of our costs and our ability to generate revenue. Additionally, because we use capital assets, depreciation expense is a necessary element of our costs and our ability to generate revenue, and SG&A is necessary to support our operations and required corporate activities. To compensate for these limitations, management uses this non-GAAP measure as a supplemental measure to other GAAP results to provide a more complete understanding of our performance.

The reconciliation of net income to adjusted gross margin is as follows:


		Three Months Ended
		March 31,
(in thousands)		2026			2025
Net income		$	73,794		$	70,850
Selling, general and administrative			45,231			37,207
Depreciation and amortization			69,734			57,620
Long-lived and other asset impairment			5,259			972
Restructuring charges			136			665
Interest expense			39,510			37,741
Transaction-related costs			596			3,935
Gain on sale of assets, net			(10,116)			(7,335)
Other income, net			(605)			(684)
Provision for income taxes			23,404			21,136
Equity in net loss of unconsolidated affiliate			480			—
Adjusted gross margin		$	247,423		$	222,107

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The following table reconciles gross margin, the most directly comparable GAAP measure, to adjusted gross margin:


		Three Months Ended
		March 31,
(in thousands)		2026			2025
Total revenues		$	373,767		$	347,163
Cost of sales, exclusive of depreciation and amortization			(126,344)			(125,056)
Depreciation and amortization			(69,734)			(57,620)
Gross margin			177,689			164,487
Depreciation and amortization			69,734			57,620
Adjusted gross margin		$	247,423		$	222,107

RESULTS OF OPERATIONS

Summary of Results

Revenue was $373.8 million and $347.2 million during the three months ended March 31, 2026 and 2025, respectively. The increase in consolidated revenue was primarily due to increased revenue from our contract operations business. See “Contract Operations” and “Aftermarket Services” below for further details.

Net income was $73.8 million and $70.9 million during the three months ended March 31, 2026 and 2025, respectively. The increase was primarily driven by higher adjusted gross margin from our contract operations business, a decrease in transaction-related costs and a higher gain on sale of assets, net. These increases were partially offset by increases in depreciation and amortization, SG&A, long-lived and other asset impairment and provision for income taxes.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Contract Operations


		Three Months Ended
		March 31,						Increase
(dollars in thousands)		2026			2025			(Decrease)
Revenue		$	330,880		$	300,397		10	%
Cost of sales, exclusive of depreciation and amortization			93,271			89,799		4	%
Adjusted gross margin		$	237,609		$	210,598		13	%
Adjusted gross margin percentage ⁽¹⁾			72	%		70	%	2	%

(1)	Defined as adjusted gross margin divided by revenue.

Revenue in our contract operations business increased approximately $30.5 million due primarily to the compression units acquired in the NGCS Acquisition as well as higher rates.

The increase in cost of sales, exclusive of depreciation and amortization, was primarily due to a $4.0 million increase in employee compensation and benefits expense and a $1.9 million increase in parts expense due to compression units acquired in the NGCS Acquisition. These increases were partially offset by a decrease of $2.5 million in lube oil expenses primarily due to lower prices, partially offset by an increase in volumes purchased.

The increases in adjusted gross margin and adjusted gross margin percentage were mainly driven by revenue growth that outpaced the increase in cost of sales, exclusive of depreciation and amortization.

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Aftermarket Services


		Three Months Ended
		March 31,						Increase
(dollars in thousands)		2026			2025			(Decrease)
Revenue		$	42,887		$	46,766		(8)	%
Cost of sales, exclusive of depreciation and amortization			33,073			35,257		(6)	%
Adjusted gross margin		$	9,814		$	11,509		(15)	%
Adjusted gross margin percentage ⁽¹⁾			23	%		25	%	(2)	%

(1) Defined as adjusted gross margin divided by revenue.

Revenue in our aftermarket services business decreased primarily due to reduced customer demand for major maintenance service activity.

The decrease in cost of sales, exclusive of depreciation and amortization, was primarily driven by decreased service activity, including differences in the scope, timing and type of services performed.

Costs and Expenses


		Three Months Ended
		March 31,
(in thousands)		2026			2025
Selling, general and administrative		$	45,231		$	37,207
Depreciation and amortization			69,734			57,620
Long-lived and other asset impairment			5,259			972
Restructuring charges			136			665
Interest expense			39,510			37,741
Transaction-related costs			596			3,935
Gain on sale of assets, net			(10,116)			(7,335)
Other income, net			(605)			(684)

Selling, general and administrative. SG&A increased for the three months ended March 31, 2026 primarily due to higher long-term incentive compensation expense, including a $4.1 million increase in cash-settled incentive compensation expense as a result of an increase in our stock price and a $3.7 million acceleration of expense recognition for long-term incentive compensation pursuant to an executive retention agreement, as well as a $1.3 million increase attributable to higher employee benefits and compensation expense. These increases were partially offset by a $2.0 million decrease in professional fees.

Depreciation and amortization. Depreciation and amortization increased primarily due to fixed assets additions, including depreciation and amortization associated with the compression units and intangible assets acquired in the NGCS Acquisition. The increase was partially offset by a decrease in depreciation associated with assets reaching the end of their depreciable lives as well as compression and other asset sales.

Long-lived and other asset impairment. We periodically review the future deployment of our idle compressors for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. We also evaluate for impairment our idle units that have been culled from our compression fleet in prior years and are available for sale. The following table presents the results of our compression fleet impairment review, as recorded in our contract operations segment:

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		Three Months Ended
		March 31,
(dollars in thousands)		2026			2025
Idle compressors retired from the active fleet			60			20
Horsepower of idle compressors retired from the active fleet			24,000			6,000
Impairment recorded on idle compressors retired from the active fleet		$	5,259		$	972

Restructuring charges. Restructuring charges of $0.1 million during the three months ended March 31, 2026 consisted of property disposal and closure costs, whereas restructuring charges of $0.7 million during the three months ended March 31, 2025 consisted of severance, property disposal and closure costs. See Note 12 (“Restructuring Charges”) for further details.

Interest expense. Interest expense increased for the three months ended March 31, 2026 primarily due to a higher average outstanding balance of long-term debt, including the 2034 Notes. This increase was partially offset by the 2027 Notes Redemption and a decrease in the weighted average effective interest rate.

Transaction-related costs. We incurred professional fees, compensation and other costs related to the NGCS Acquisition during the three months ended March 31, 2026 and 2025 of $0.3 million and $2.9 million, respectively. We incurred compensation and other costs related to the TOPS Acquisition during the three months ended March 31, 2026 and 2025 of $0.3 million and $1.1 million, respectively. See Note 3 (“Business Transactions”) for further details.

Gain on sale of assets, net. Gain on sale of assets, net increased for the three months ended March 31, 2026, primarily due to gains of $8.2 million and $1.9 million on compression and other asset sales, respectively, compared to gains of $7.1 million and $0.2 million on compression and other asset sales, respectively, during the three months ended March 31, 2025.

Provision for Income Taxes

Provision for income taxes increased during the three months ended March 31, 2026 primarily due to the tax effect of the increase in book income and the limitation on executive compensation partially offset by the benefit from equity-settled long term incentive compensation.


		Three Months Ended
		March 31,						Increase
(dollars in thousands)		2026			2025			(Decrease)
Provision for income taxes		$	23,404		$	21,136		11	%
Effective tax rate			24	%		23	%	1	%

LIQUIDITY AND CAPITAL RESOURCES

Overview

Our ability to fund operations, finance capital expenditures, pay dividends and fund share repurchases depends on the levels of our operating cash flows and access to the capital and credit markets. Our primary sources of liquidity are cash flows generated from our operations and our borrowing availability under our Credit Facility. Our cash flow is affected by numerous factors including prices and demand for our services, oil and natural gas exploration and production spending, conditions in the financial markets and other factors. We have no near-term maturities and believe that our operating cash flows and borrowings under the Credit Facility will be sufficient to meet our liquidity needs in the next twelve months and beyond.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, may be material, will be upon terms and prices as we may determine and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

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Cash Requirements

Our contract operations business is capital intensive, requiring significant investment to maintain and upgrade existing operations. Our capital spending is primarily dependent on the demand for our contract operations services and the availability of the type of compression equipment required for us to provide those contract operations services to our customers. Our capital requirements have consisted primarily of, and we anticipate will continue to consist of, the following:

•

operating expenses, namely employee compensation and benefits, inventory and lube oil purchases;

•

growth capital expenditures;

•

maintenance capital expenditures;

•

interest on our outstanding debt obligations;

•

dividend payments to our stockholders; and

•

shares repurchased under the Share Repurchase Program and to cover taxes required to be withheld on the vesting date of long-term incentive grants to employees.

Capital Expenditures

Growth Capital Expenditures. The majority of our growth capital expenditures are related to the acquisition cost of new compressors when our idle equipment cannot be reconfigured to economically fulfill a project’s requirements and the new compressor is expected to generate economic returns that exceed our cost of capital over the compressor’s expected useful life. In addition to newly-acquired compressors, growth capital expenditures include the upgrading of major components on an existing compression package where the current configuration of the compression package is no longer in demand and the compressor is not likely to return to an operating status without the capital expenditures. These expenditures substantially modify the operating parameters of the compression package such that it can be used in applications for which it previously was not suited.

Growth capital expenditures were $64.9 million and $139.4 million for the three months ended March 31, 2026 and 2025, respectively.

Maintenance Capital Expenditures. Maintenance capital expenditures are related to major overhauls of significant components of a compression package, such as the engine, electric motor, compressor and cooler, which return the components to a like-new condition, but do not modify the application for which the compression package was designed.

Maintenance capital expenditures were $34.0 million and $22.8 million during the three months ended March 31, 2026 and 2025, respectively. The increase in maintenance capital expenditures was primarily due to an increase in scheduled and unscheduled maintenance activities due to maintenance cycle requirements and the addition of the compression units acquired in the NGCS Acquisition, partially offset by lower make–ready investment.

Projected Capital Expenditures. We currently plan to spend approximately $400 million to $445 million on capital expenditures during 2026, primarily consisting of approximately $250 million to $275 million for growth capital expenditures and approximately $125 million to $135 million for maintenance capital expenditures.

Returning Capital to Stockholders

We continue to return capital to stockholders through quarterly dividends and share repurchases. On April 30, 2026, our Board of Directors declared a quarterly dividend of $0.22 per share of common stock to be paid on May 19, 2026 to stockholders of record at the close of business on May 12, 2026. Any future determinations to pay cash dividends to our stockholders will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations and credit and loan agreements in effect at that time and other factors deemed relevant by our Board of Directors. In October 2025, our Board of Directors approved an additional increase to our Share Repurchase Program of $100.0 million through December 31, 2026, and as of March 31, 2026, available capacity under the Share Repurchase Program was $113.2 million. The actual number of shares repurchased will depend on prevailing market conditions, alternative uses of capital and other factors, and will be determined at management’s discretion.

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2028 Notes Redemption

2027 Notes Redemption

In November 2025, we repurchased our 2027 Notes. The 2027 Notes were redeemed at 100% of their $300.0 million aggregate principal amount plus accrued and unpaid interest of approximately $2.6 million with borrowings under the Credit Facility. We recorded a debt extinguishment loss related to unamortized debt issuance costs of $0.9 million during the fourth quarter of 2025.

Sources of Cash

Credit Facility

In May 2025, we amended our Amended and Restated Credit Agreement to, among other things, increase the borrowing capacity of the Credit Facility from $1.1 billion to $1.5 billion and provide for the ability for the borrowers to request additional increases in the aggregate commitments under the Credit Facility to a total amount not to exceed $2.3 billion (with any increase being at the discretion of the lenders and subject to the satisfaction of certain conditions set forth in the Amended and Restated Credit Agreement).

During the three months ended March 31, 2026 and 2025, our Credit Facility had an average daily balance of $314.6 million and $460.6 million, respectively. The weighted average annual interest rate on the outstanding balance under the Credit Facility was 5.1% and 5.8% at March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026, there were $2.6 million letters of credit outstanding under the Credit Facility and the applicable margin on borrowings outstanding was 1.4%.

2034 Notes

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Cash Flows

Our cash flows, as reflected in our condensed consolidated statements of cash flows, are summarized below:


		Three Months Ended
		March 31,
(in thousands)		2026			2025
Net cash provided by (used in):
Operating activities		$	185,853		$	115,628
Investing activities			(93,951)			(164,031)
Financing activities			(88,994)			48,819
Net increase in cash and cash equivalents		$	2,908		$	416

Operating Activities

The increase in net cash provided by operating activities was primarily due to tax refund receipts of $35.4 million and higher adjusted gross margin from our contract operations business as a result of an overall increase in levels of activity.

Investing Activities

The decrease in net cash used in investing activities was primarily due to a $54.7 million decrease in capital expenditures, as well as an $18.4 million increase in proceeds from the sale of property, plant and equipment.

Financing Activities

The change to net cash used in financing activities from net cash provided by financing activities was primarily due to net repayments on our Credit Facility of $821.7 million, payment of debt issuance costs of $10.5 million, a $5.7 million increase in dividends paid to stockholders and a $4.2 million increase in shares repurchased under the Share Repurchase Program. These increases were partially offset by $800.0 million of gross proceeds from the 2034 Notes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks associated with changes in the variable interest rate of our Credit Facility.

As of March 31, 2026, we had $96.8 million of variable interest rate indebtedness outstanding at a weighted average annual interest rate of 5.1%.

A 1% increase or decrease in the effective interest rate on our Credit Facility’s outstanding balance at March 31, 2026 would have resulted in an annual increase or decrease in our interest expense of $1.0 million.

ITEM 4. CONTROLS AND PROCEDURES

This Item 4 includes information concerning the controls and controls evaluation referred to in the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a–14 of the Exchange Act included in this Form 10–Q as Exhibits 31.1 and 31.2.

Management’s Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

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As of the end of the period covered by this Form 10-Q, our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), which are designed to provide reasonable assurance that we are able to record, process, summarize and report the information required to be disclosed in our reports under the Exchange Act within the time periods specified in the rules and forms of the SEC. Based on the evaluation, as of March 31, 2026 our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to management, and made known to our principal executive officer and principal financial officer, on a timely basis to ensure that it is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

There have been no material changes or updates to the risk factors previously disclosed in our 2025 Form 10–K.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES BY ISSUER AND USE OF PROCEEDS

Sales of Unregistered Securities

None

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

The following table summarizes shares repurchased and shares withheld during the three months ended March 31, 2026:



							Total number of		Approximate dollar
				Average			shares repurchased		value of shares
				price			as part of publicly		that may yet be
		Total number		paid per			announced plans		purchased under the
(dollars in thousands, except per share amounts)		of shares purchased⁽¹⁾		share⁽²⁾			or programs⁽³⁾		plans or programs⁽³⁾
January 1, 2026 — January 31, 2026		635,098		$	27.31		170,952		$	113,233
February 1, 2026 — February 28, 2026		—			—		—			113,233
March 1, 2026 — March 31, 2026		—			—		—			113,233
Total		635,098		$	27.31		170,952

(1)	Represents shares of common stock purchased from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock awards and shares repurchased under the Share Repurchase Program during the period. See Note 9 (“Stockholders’ Equity”) for further details.

(2)	Average price paid per share includes costs associated with the purchase or repurchase, as applicable.

(3)

Our Board of Directors authorized the Share Repurchase Program in April 2023, which allowed us to repurchase and retire up to $50.0 million of outstanding common stock. Between April 2024 and October 2025, extensions of the Share Repurchase Program were approved by our Board of Directors to repurchase and retire outstanding common stock through December 31, 2026. See Note 9 (“Stockholders’ Equity”) for further details.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Insider Trading Arrangements

During the three months ended March 31, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

The exhibits listed below are filed or furnished as part of this report:



3.1		Composite Certificate of Incorporation of Archrock, Inc., as amended as of November 3, 2015, (incorporated by reference to Exhibit 3.3 to Archrock Inc.’s Annual Report on Form 10–K for the year ended December 31, 2015)
3.2		Fourth Amended and Restated Bylaws of Exterran Holdings, Inc., now Archrock, Inc. (incorporated by reference to Exhibit 3.1 to Archrock Inc.’s Current Report on Form 8–K filed on July 27, 2023)
4.1		Indenture, dated as of January 21, 2026, by and among Archrock Services, L.P., Archrock Partners Finance Corp., the guarantors party thereto and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 to Archrock Inc.’s Current Report on Form 8–K filed on January 21, 2026)
10.1		Purchase Agreement, dated as of January 6, 2026, by and among Archrock Services, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (incorporated by reference to Exhibit 10.1 to Archrock Inc.’s Current Report on Form 8–K filed on January 7, 2026)
10.2		Transition and Separation Agreement, dated March 25, 2026, between Douglas S. Aron and Archrock, Inc. (incorporated by reference to Exhibit 10.1 to Archrock Inc.’s Current Report on Form 8–K filed on March 26, 2026)
31.1*		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
32.1**		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
32.2**		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
101.1*		Interactive data files (formatted in Inline XBRL) pursuant to Rule 405 of Regulation S–T
104.1*		Cover page interactive data file (formatted in Inline XBRL) pursuant to Rule 406 of Regulation S–T

# Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). Archrock agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

* Filed herewith

** Furnished, not filed

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Archrock, Inc.

	By:	/s/ Douglas S. Aron
		Douglas S. Aron
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

	By:	/s/ Donna A. Henderson
		Donna A. Henderson
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

		May 6, 2026

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Date	Price Target	Rating	Analyst
9/3/2025	$30.00	Overweight	Wells Fargo
10/2/2024	$24.00	Outperform	Mizuho
9/27/2024	$24.00	Buy	Citigroup
9/25/2024	$24.00	Outperform	Evercore ISI
9/6/2024	$24.00	Overweight	JP Morgan
12/9/2022	$10.00	Outperform	Raymond James

SEC Form 10-Q filed by Archrock Inc.

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