NGS

• Rented large horsepower fleet totaled 501,000 horsepower, 99% utilized, representing 75% of total rented horsepower.
• Horsepower utilization reached a record 88.3% in Q2 2026, up from 78.6% three years ago.
• DSO improved to approximately 33 days on a pro forma basis, generating over $40 million in cash from receivables reduction.
• Company provided forward guidance on Adjusted EBITDA growth, capital expenditures, and synergies from the Flatrock acquisition.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Net income was $3.8 million ($0.30 per diluted share), down from $5.2 million ($0.41) in Q2 2025, due to $3.3 million in Flatrock acquisition costs.
• Adjusted EBITDA rose 27.4% to $25.1 million from $19.7 million in the prior-year quarter.
• Completed the Flatrock Compression Holdings acquisition on June 12, 2026, adding 87,233 rented horsepower.
• Declared a cash dividend of $0.15 per share, payable September 2, 2026, to shareholders of record August 19, 2026.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Each outstanding share of common stock automatically converted into one share of Texas corporation common stock, with no exchange of certificates required.
• The common stock continues trading on NYSE under symbol 'NGS' with CUSIP 63886Q109, and trading was not interrupted.
• The redomestication did not change headquarters, business, jobs, management, employees, obligations, assets, liabilities, or net worth (except transaction costs).
• The Company also entered into new indemnification agreements with its directors and executive officers, effective July 20, 2026.

1.01 Entry into a Material Definitive Agreement · 3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The Board of Directors, on the Audit Committee's recommendation, appointed CohnReznick as the new independent auditor for fiscal year ending December 31, 2026, effective July 9, 2026.
• HL&B's audit reports for fiscal years 2024 and 2025 contained no adverse opinion, disclaimer, or qualification regarding uncertainty, audit scope, or accounting principles.
• No disagreements or reportable events occurred between the Company and HL&B during fiscal years 2024 and 2025 or the interim period through July 9, 2026.
• The Company had not consulted CohnReznick on accounting principles, audit opinions, disagreements, or reportable events prior to the appointment.

4.01 Changes in Registrant's Certifying Accountant

• Natural Gas Services Group, Inc. (NYSE: NGS) announced it expects to complete its redomestication from Colorado to Texas effective on or about July 20, 2026.
• The company will continue as a Texas corporation under the same name, with no changes to business, operations, management, or NYSE listing under symbol 'NGS'.
• The redomestication will replace the staggered board with annual election of all directors.
• The change aligns the company's legal home with its Southlake, Texas headquarters and Texas operations.

7.01 Regulation FD Disclosure

• On June 15, 2026, Natural Gas Services Group, Inc. (NGS) announced the closing of its acquisition of Flatrock Compression Holdings LLC.
• Flatrock operates approximately 86,000 rented horsepower with about 95% utilization, primarily in the Permian Basin and Eagle Ford.
• The acquisition is immediately accretive to earnings, cash flow, and EBITDA, and was priced at approximately 6.2 times annualized Q1 2026 EBITDA (pre-synergies).
• Following the transaction, NGS's combined fleet totals approximately 661,000 rented horsepower, and customer concentration with Occidental and Devon declines from ~64% to ~54% of revenue.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Sellers may receive additional contingent royalty payments based on future revenues from certain Flatrock products and services.
• The acquisition closed on June 12, 2026, simultaneously with the signing of the purchase agreement.
• NGS increased its revolving credit facility from $400 million to $500 million via a Fifth Amendment, with Regions Bank joining as a new lender.
• The purchase price represents approximately 6.2x Flatrock's first quarter 2026 annualized Adjusted EBITDA, and the deal is expected to be immediately accretive.

1.01 Entry into a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• All three director nominees were elected: J. Anthony Gallegos Jr., Justin C. Jacobs, and John E. Jackson, each for a three-year term expiring at the 2029 annual meeting.
• Shareholders approved, on an advisory basis, the compensation of named executive officers, with 8,576,391 votes for and 560,762 against.
• Shareholders ratified the appointment of Ham, Langston & Brezina LLP as independent registered public accounting firm for fiscal year 2026, with 10,425,583 votes for.
• In connection with John E. Jackson's election to the board, the company entered into an indemnification agreement with him on June 10, 2026.

1.01 Entry into a Material Definitive Agreement · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits