Equity

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

Equity

Note 11 — Equity

Equity-Based Compensation

In 2017, the Company adopted the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (the “2017 Plan”). The Company has granted shares of restricted stock (“restricted shares” or “RSAs”), restricted stock units (“restricted units” or “RSUs”), and performance-based restricted stock units (“performance stock units” or “PSUs”) under the 2017 Plan.

Restricted Stock Awards

While the Company has historically granted RSAs, which generally vest in three equal annual installments following the year in which they were granted, during the nine months ended September 30, 2025, the Company did not grant any RSAs. As of September 30, 2025, there was an aggregate of $2.2 million of unrecognized expense related to RSAs issued, which is expected to be recognized over a weighted average period of 1.3 years.

Restricted Stock Units

Beginning in 2025, the Company stopped issuing RSAs and began issuing RSUs to certain employees in lieu of RSAs. These employee RSUs generally vest in three equal annual installments, with the first installment occurring on March 14, 2026. In addition, the Company began granting RSUs in 2024 to certain non-employee directors, which vest on the first anniversary of the date of the grant. During the nine months ended September 30, 2025, the Company granted approximately 238,300 RSUs to employees with an approximated aggregate value of $4.1 million and 40,700 RSUs to non-employee directors with an aggregate value of $0.5 million. As of September 30, 2025, there was an aggregate of $3.7 million of unrecognized expense related to RSUs issued to employees and non-employee directors, which is expected to be recognized over a weighted average period of 2.2 years.

Certain non-employee directors may elect for a portion of their RSUs to settle in the form of restricted cash units (“RCUs”), which vest on the same schedule as the originally granted RSUs.

RCUs are cash-settled with the value of each vested RCU equal to the closing price per share of our Class A Common Stock on the vesting date. The Company determined that RCUs are in-substance liabilities accounted for as liability instruments in accordance with ASC 718, Compensation—Stock Compensation, due to this cash settlement feature. RCUs are remeasured based on the closing price per share of the Company’s Class A Common Stock at the end of each reporting period. During the nine months ended September 30, 2025, the Company granted approximately 12,900 RCUs to non-employee directors. As of September 30, 2025, the liability associated with unvested RCUs was $0.1 million, which is included in Accrued expenses in the Condensed Consolidated Balance Sheets.

Performance Stock Units

The performance criteria applicable to performance stock units that have been granted by the Company are based on relative total shareholder return, which measures the Company’s total shareholder return as compared to the total shareholder return of a designated peer group, and absolute total shareholder return. Generally, the performance stock units are subject to a three-year performance period.

During the nine months ended September 30, 2025, the Company granted approximately 136,000 target shares of market-based performance stock units, of which 68,000 were granted at a relative grant date fair value of approximately $22.46 per share and 68,000 were granted at an absolute grant date fair value of approximately $18.24 per share.

Shares granted during the nine months ended September 30, 2025 are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2027. As of September 30, 2025, there was an aggregate of $3.4 million of unrecognized compensation cost related to performance stock units, which is expected to be recognized over a weighted average period of 1.3 years.

Effective March 3, 2025, the Company modified the absolute total shareholder return calculation for grants made to three grantees in 2023 and 2024 to include dividends in the calculation of absolute shareholder return. The total incremental compensation cost resulting from this modification was $0.1 million.

Share Repurchases

In March 2023, the Company announced a share repurchase program allowing the Company to purchase Class A Common Stock held by non-affiliates, not to exceed $35.0 million in aggregate value. On March 4, 2024, the Company announced that its Board of Directors approved an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. Share repurchases may take place in any transaction form as allowable by the SEC. Approval of the program by the Board of Directors of the Company is specific for the next 36 months allowing the Company to utilize the expanded $50 million of approved capacity through March 4, 2027.

During the nine months ended September 30, 2025, the Company repurchased 945,600 shares of the Company’s Class A Common Stock for a total of $11.6 million, net of tax on the open market. As of September 30, 2025, an aggregate of 4,271,400 shares of Class A Common Stock were purchased for a total of $46.4 million, net of tax since the inception of the repurchase plan announced on March 7, 2023 and $38.9 million remained available under the share repurchase program.

Dividends

In 2023, the Board of Directors approved the initiation of a quarterly dividend of $0.05 per share. The Company increased the quarterly dividend to $0.06 per share in 2025. The Company paid dividend distributions totaling $4.1 million for the nine months ended September 30, 2025.

The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. There can be no assurance that we will pay a dividend in the future.