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Natural Gas Services Group (NGS) announced a leadership transition and furnished a press release reporting results for the quarter ended June 30, 2025.

President and Chief Operating Officer Brian L. Tucker will transition from the company with a target separation date of October 31, 2025 and will continue performing his duties through that date to support an orderly handover. The Transition and Mutual Separation Agreement provides a pro鈥憆ated target cash bonus for the period January 1, 2025 through the Separation Date, pro鈥憆ata vesting of outstanding restricted stock units and performance stock units at target levels through the Separation Date, continued application of his existing employment agreement through separation, retention of clawback obligations, and a 12鈥憁onth non鈥慶ompete post鈥憇eparation. The full agreement is filed as Exhibit 10.1 and the earnings release is furnished as Exhibit 99.1.

Natural Gas Services Group, Inc. (NGS) reported total revenue of $41.4 million for the quarter and $82.8 million for the six months ended June 30, 2025, with net income of $5.2 million (Q2) and $10.0 million (six months). Rental operations remain the core business, generating 95.6% of quarterly revenue and showing growth driven by higher rented horsepower (498,651 HP at period end) and utilization (~83.6%). Adjusted EBITDA was $19.7 million for the quarter and $39.0 million for six months, reflecting higher rental margins despite rising depreciation.

The company completed a strategic closure of its Midland fabrication facility and reclassified the building and land as $2.2 million assets held for sale to monetize real estate. Liquidity shows $0.3 million cash on hand at June 30, 2025, $182.0 million outstanding on a revolving credit facility (weighted average rate ~7.23%) and approximately $172.3 million available borrowing capacity. Subsequent events include a $0.10 per share cash dividend (record Aug 8, 2025; pay Aug 22, 2025) and a board-approved share repurchase plan of up to $6 million (expires Aug 6, 2027). A material customer concentration remains: Occidental Permian accounted for ~47% of revenue and ~50% of accounts receivable for the six months.

Natural Gas Services Group has filed a Form S-8 to register additional shares under its 2019 Equity Incentive Plan. The registration includes 500,000 new shares of common stock and 100,000 Forfeited Shares that may become available from forfeited awards.

Key details of the registration:

• This adds to previously registered shares: 500,000 shares (June 2019) and 650,000 shares (July 2022)
• The Forfeited Shares were previously registered and don't increase the total Plan capacity
• The company is classified as an Accelerated Filer and Smaller Reporting Company
• Filing includes standard indemnification provisions for directors and officers

The registration is signed by CEO Justin C. Jacobs and CFO Ian M. Eckert, along with the full board of directors. The filing incorporates by reference the company's recent SEC filings, including the 2024 Annual Report, Q1 2025 quarterly report, and recent Form 8-K filings.