10-Q

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, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-38183

RANGER ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	81-5449572
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10350 Richmond, Suite 550

Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

(713) 935-8900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	RNGR	New York Stock Exchange

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 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 ☒

As of April 30, 2024, the registrant had 22,883,296 shares of Class A Common Stock and zero shares of Class B Common Stock outstanding.

RANGER ENERGY SERVICES, INC.

TABLE OF CONTENTS

	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Operations	6
Condensed Consolidated Statements of Stockholders’ Equity	7
Condensed Consolidated Statements of Cash Flows	8
Notes to Condensed Consolidated Financial Statements
Note 1 — Organization and Business Operations	9
Note 2 — Summary of Significant Accounting Policies	9
Note 3 — Assets Held for Sale	10
Note 4 — Property and Equipment, Net	11
Note 5 — Intangible Assets	11
Note 6 — Accrued Expenses	12
Note 7 — Leases	12
Note 8 — Other Financing Liabilities	13
Note 9 — Debt	13
Note 10 — Equity	15
Note 11 — Risk Concentrations	16
Note 12 — Income Taxes	16
Note 13 — Earnings (Loss) per Share	17
Note 14 — Commitments and Contingencies	17
Note 15 — Segment Reporting	17
Note 16 — Subsequent Events	18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risks	28
Item 4. Controls and Procedures	28
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Securities and Use of Proceeds	30
Item 5. Other Information	31
Item 6. Exhibits	32
SIGNATURES	33

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “may,” “should,” “intend,” “could,” “believe,” “anticipate,” “estimate,” “expect,” “outlook,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements represent Ranger’s expectations or beliefs concerning future events, and it is possible that the results described in this Quarterly Report will not be achieved.

These forward-looking statements are subject to risks, uncertainties,and other factors, many of which are outside of Ranger’s control. Should one or more of these risks or uncertainties described occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. These risks include, but are not limited to, the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”), those set forth from time-to-time in other filings by the Company with the SEC, and those in this Form 10-Q, including the following factors:

•reductions in capital spending by participants in the oil and natural gas industry;

•volatility of oil and natural gas prices, as well as fuel conservation measures, impacting the supply and demand for oil and natural gas;

•capital expenditures for new equipment as we grow our operations and capital expenditures resulting from environmental initiatives, new regulatory requirements, and advancements in oilfield services technologies;

•intense competition (including as to pricing) that may cause us to lose market share and could negatively affect our ability to market our services and expand our operations;

•reduced demand for our services, including as a result of fuel conservation measures and resulting reduction in demand for oil and natural gas;

•difficulties we may have managing the growth of our business, including through potential future acquisitions and mergers, which could adversely affect our financial condition and results of operations;

•customer concentrations and reliance upon a few large customers that may adversely affect our revenue and operating results;

•increasing competition for workers, as well as labor shortages, and challenges to our ability to attract, hire, and retain qualified and skilled employees;

•unsatisfactory safety performance may negatively affect our current and future customer relationships, and to the extent we fail to retain existing customers or attract new customers, adversely impact our revenue;

•accidents, blowouts, explosions, craterings, fires, oil spills and releases of drilling, completion or fracturing fluids or hazardous materials or pollutants into the environment;

•claims, including personal injury and property damages, which could materially and adversely affect our financial condition, results of operations and prospects;

•federal and state legislative and regulatory initiatives that could result in increased costs and additional operating restrictions or delays, as well as adversely affect demand for our support services;

•environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities;

•risks arising from climate change, and increased attention and proposed and future requirements relating to sustainability, environmental, social, and governance (“ESG”) matters and conservation measures may adversely impact our or our customers’ businesses;

•seasonal weather conditions, severe weather events and natural disasters that could severely disrupt normal operations and harm our business;

•cybersecurity and data privacy risks, including interruptions, failures or attacks in our information technology system;

•interest rate risk as a result of our revolving credit facility and financing agreement to fund operations;

•certain restrictions under the terms of our Wells Fargo Revolving Credit Facility may limit our future ability to pay cash dividends;

•liquidity and access to capital that could result in challenges and vulnerabilities associated with our ability to secure the necessary financial resources to support its operations, growth, and strategic initiatives;

•potential challenges, uncertainties, and risks associated with the rapid development and adoption of new technologies that could displace our existing asset base or impact traditional oil and gas operations, including automation, artificial intelligence, and renewable energy solutions;

•sufficiency of our insurance program to adequately protect against potential risks and liabilities;

•commodity price risk due to fluctuations in the prices of oil and natural gas, and resulting impacts on the activity levels of our exploration and production (“E&P”) customers;

•the impact of geopolitical, economic and market conditions on our industry and commodity prices;

•credit risk associated with our trade receivables;

•general economic conditions or a weakening of the broader energy industry, including as a result of inflation or recession; and

•risks related to our ownership and capital structure.

Our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our current and past filings with the SEC. Those documents are available through our website or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at www.sec.gov.

All forward‑looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, any forward-looking statements speak only as of the date on which it is made. We disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this cautionary section, to reflect events or circumstances after the date of this Quarterly Report.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share amounts)

	March 31, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	11.1	$	15.7
Accounts receivable, net	70.6		85.4
Contract assets	21.2		17.7
Inventory	6.4		6.4
Prepaid expenses	6.6		9.6
Assets held for sale	0.6		0.6
Total current assets	116.5		135.4
Property and equipment, net	223.1		226.3
Intangible assets, net	6.1		6.3
Operating leases, right-of-use assets	8.9		9.0
Other assets	0.9		1.0
Total assets	$	355.5	$	378.0
Liabilities and Stockholders' Equity
Accounts payable	$	21.7	$	31.3
Accrued expenses	27.0		29.6
Other financing liability, current portion	0.6		0.6
Long-term debt, current portion	—		0.1
Short-term lease liability	7.4		7.3
Other current liabilities	1.3		0.1
Total current liabilities	58.0		69.0
Long-term lease liability	14.2		14.9
Other financing liability	10.8		11.0
Deferred tax liability	10.8		11.3
Total liabilities	93.8		106.2
Commitments and contingencies (Note 14)
Stockholders' equity
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued or outstanding as of March 31, 2024 and December 31, 2023	—		—
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 25,942,816 shares issued and 22,738,588 shares outstanding as of March 31, 2024; 25,756,017 shares issued and 23,398,689 shares outstanding as of December 31, 2023	0.3		0.3
Class B Common Stock, $0.01 par value, 100,000,000 shares authorized; no shares issued or outstanding as of March 31, 2024 and December 31, 2023	—		—
Less: Class A Common Stock held in treasury at cost; 3,204,228 treasury shares as of March 31, 2024 and 2,357,328 treasury shares as of December 31, 2023	(31.6)		(23.1)
Retained earnings	26.5		28.4
Additional paid-in capital	266.5		266.2
Total stockholders' equity	261.7		271.8
Total liabilities and stockholders' equity	$	355.5	$	378.0

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except share and per share amounts)

	Three Months Ended
	March 31,
	2024		2023
Revenue
High specification rigs	$	79.7	$	77.5
Wireline services	32.8		49.9
Processing solutions and ancillary services	24.4		30.1
Total revenue	136.9		157.5
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs	66.3		60.1
Wireline services	32.6		45.7
Processing solutions and ancillary services	21.9		25.1
Total cost of services	120.8		130.9
General and administrative	6.7		8.4
Depreciation and amortization	11.2		10.0
Gain on sale of assets	(1.3)		(1.0)
Total operating expenses	137.4		148.3
Operating income (loss)	(0.5)		9.2
Other expenses
Interest expense, net	0.8		1.2
Total other expenses	0.8		1.2
Income (loss) before income tax expense (benefit)	(1.3)		8.0
Income tax expense (benefit)	(0.5)		1.8
Net income (loss)	(0.8)		6.2
Income (loss) per common share
Basic	$	(0.04)	$	0.25
Diluted	$	(0.03)	$	0.25
Weighted average common shares outstanding
Basic	22,738,286		24,940,335
Diluted	22,922,284		25,209,980

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

6

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in millions, except share amounts)

	Three Months Ended March 31,
	2024	2023	2024		2023
	Quantity		Amount
Shares, Class A Common Stock
Balance, beginning of period	25,756,017	25,446,292	$	0.3	$	0.3
Issuance of shares under share-based compensation plans	261,072	318,482	—		—
Shares withheld for taxes on equity transactions	(74,273)	(87,101)	—		—
Balance, end of period	25,942,816	25,677,673	$	0.3	$	0.3
Treasury Stock
Balance, beginning of period	(2,357,328)	(551,828)	$	(23.1)	$	(3.8)
Repurchase of Class A Common Stock	(846,900)	(39,400)	(8.5)		(0.4)
Balance, end of period	(3,204,228)	(591,228)	$	(31.6)	$	(4.2)
Retained Earnings
Balance, beginning of period			$	28.4	$	7.2
Net income (loss)			(0.8)		6.2
Dividends declared			(1.1)		—
Balance, end of period			$	26.5	$	13.4
Additional paid-in capital
Balance, beginning of period			$	266.2	$	262.6
Equity based compensation			1.2		1.1
Shares withheld for taxes for equity compensation			(0.9)		(1.0)
Balance, end of period			$	266.5	$	262.7
Total shareholders’ equity
Balance, beginning of period			$	271.8	$	266.3
Net income (loss)			(0.8)		6.2
Dividends declared			(1.1)		—
Equity based compensation			1.2		1.1
Shares withheld for taxes for equity compensation			(0.9)		(1.0)
Repurchase of Class A Common Stock			(8.5)		(0.4)
Balance, end of period			$	261.7	$	272.2

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in millions)

	Three Months Ended March 31,
	2024		2023
Cash Flows from Operating Activities
Net income (loss)	$	(0.8)	$	6.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	11.2		10.0
Equity based compensation	1.3		1.1
Gain on disposal of property and equipment	(1.3)		(1.0)
Deferred income tax expense (benefit)	(0.5)		1.9
Other expense, net	0.2		1.1
Changes in operating assets and liabilities
Accounts receivable	14.7		12.3
Contract assets	(3.6)		(5.3)
Inventory	—		(0.8)
Prepaid expenses and other current assets	3.0		1.5
Other assets	0.1		0.3
Accounts payable	(9.5)		3.3
Accrued expenses	(2.6)		(12.3)
Other current liabilities	0.2		0.2
Other long-term liabilities	(0.4)		(1.1)
Net cash provided by operating activities	12.0		17.4
Cash Flows from Investing Activities
Purchase of property and equipment	(6.5)		(5.4)
Proceeds from disposal of property and equipment	0.8		4.3
Net cash used in investing activities	(5.7)		(1.1)
Cash Flows from Financing Activities
Borrowings under Revolving Credit Facility	2.1		167.7
Principal payments on Revolving Credit Facility	(2.1)		(169.1)
Principal payments on financing lease obligations	(1.3)		(1.3)
Principal payments on Secured Promissory Note	—		(0.6)
Principal payments on other financing liabilities	(0.1)		(0.2)
Principal payments on Eclipse M&E Term Loan Facility	—		(0.6)
Shares withheld for equity compensation	(0.9)		(1.0)
Payments on Other Installment Purchases	(0.1)		(0.1)
Repurchase of Class A Common Stock	(8.5)		(0.4)
Net cash used in financing activities	(10.9)		(5.6)
Increase (decrease) in cash and cash equivalents	(4.6)		10.7
Cash and cash equivalents, Beginning of Period	15.7		3.7
Cash and cash equivalents, End of Period	$	11.1	$	14.4
Supplemental Cash Flow Information
Interest paid	$	0.4	$	0.3
Supplemental Disclosure of Non-cash Investing and Financing Activities
Capital expenditures included in accounts payable and accrued liabilities	$	0.1	$	—
Additions to fixed assets through installment purchases and financing leases	$	(0.9)	$	(1.5)
Additions to fixed assets through asset trades	$	2.6	$	—

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

8

RANGER ENERGY SERVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Organization and Business Operations

Business

Ranger Energy Services, Inc. (“Ranger, Inc.,” “Ranger,” “we,” “us,” “our” or the “Company”) is a provider of onshore high specification well service rigs, wireline services, and additional processing solutions and ancillary services in the United States (“U.S.”). The Company provides an extensive range of well site services to leading U.S. E&P companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well.

Our service offerings consist of well completion support, workover, well maintenance, wireline, and other complementary services, as well as installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows:

•High Specification Rigs. Provides high specification well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well.

•Wireline Services. Provides services necessary to bring and maintain a well on production and consists of our completion, production, and pump down service lines.

•Processing Solutions and Ancillary Services. Provides complimentary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, plug and abandonment, logistics, snubbing and coil tubing, and processing solutions.

The Company’s operations take place in most of the active oil and natural gas basins in the U.S., including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher Counties plays.

Organization

Ranger, Inc. was incorporated as a Delaware corporation in February 2017. In conjunction with the initial public offering of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), which closed on August 16, 2017 (the “Offering”), and the corporate reorganization Ranger Inc. underwent in connection with the Offering, Ranger Inc. became a holding company, and its sole material assets consist of membership interests in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”). Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”) and Torrent Energy Services, LLC (“Torrent Services”), and the other subsidiaries through which it operates its assets. Ranger LLC is the sole managing member of Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services, its subsidiaries, and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the Securities and Exchange Commission’s (the “SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures have been condensed or omitted. The Condensed Consolidated Financial Statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods. These interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in the Annual Report. Interim results for the periods presented may not be indicative of results that will be realized for future periods.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies of the Annual Report.

9

Use of Estimates

The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates.

Areas where critical accounting estimates are made by management include:

•Depreciation and amortization of property and equipment and intangible assets;

•Impairment of property and equipment and intangible assets;

•Collectability of accounts receivable and estimates of allowance for credit losses;

•Income taxes; and

•Equity-based compensation.

New Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

Note 3 — Assets Held for Sale

Assets held for sale include the net book value of assets the Company plans to sell within the next 12 months and are primarily related to excess non-working assets. Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value less estimated costs to sell.

As of March 31, 2024, the Company classified $0.6 million of land and buildings within our High Specification Rigs segment as held for sale as they are being actively marketed. As of March 31, 2023, the Company classified $0.6 million and $0.4 million of land and buildings within our High Specification Rigs and Processing Solutions and Ancillary Services segments, respectively, as held for sale as they were being actively marketed. For the three months ended March 31, 2023, the Company recognized a gain on assets previously classified as held for sale of $1.8 million and recognized a loss on the sale of assets previously held in Property and equipment, net of $0.8 million, which nets to the $1.0 million gain on sale of assets on the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2024, the Company recognized a gain on assets previously held in Property and equipment, net of $1.3 million, which is shown on the Condensed Consolidated Statements of Operations.

10

Note 4 — Property and Equipment, Net

Property and equipment, net include the following (in millions):

	Estimated Useful Life (years)	March 31, 2024		December 31, 2023
High specification rigs	15	$	141.7	$	138.4
Machinery and equipment	3 - 30	200.8		189.2
Vehicles	3 - 15	51.3		53.8
Other property and equipment	5 - 25	20.5		19.9
Property and equipment		414.3		401.3
Less: accumulated depreciation		(202.8)		(196.6)
Construction in progress		11.6		21.6
Property and equipment, net		$	223.1	$	226.3

On August 9, 2023, pursuant to an asset purchase agreement dated August 4, 2023, the Company acquired certain fixed assets from Pegaso Energy Services, LLC (“Pegaso acquisition”) for consideration of $7.3 million paid in cash. The fixed assets acquired from Pegaso were primarily engaged in pump down services for its customers. Under ASC 805 Business Combination, the Company accounted for the Pegaso acquisition as an asset acquisition. The consideration paid is similar to the fair value of the assets acquired and the Company allocated the consideration paid to each of the assets following the cost accumulation model. As of March 31, 2024, twelve of the fifteen acquired pumps are in service and are included in machinery and equipment. As of March 31, 2024, the remaining three acquired pumps are classified as construction in progress. The Company is completing repairs on these assets prior to transfer to depreciable fixed asset accounts.

Depreciation expense was $11.0 million and $9.8 million for the three months ended March 31, 2024 and 2023, respectively.

Note 5 — Intangible Assets, Net

Definite lived intangible assets are comprised of the following (in millions):

	Estimated Useful Life (years)	March 31, 2024		December 31, 2023
Customer relationships	10-18	$	11.4	$	11.4
Less: accumulated amortization		(5.3)		(5.1)
Intangible assets, net		$	6.1	$	6.3

Amortization expense was $0.2 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively. Amortization expense for the future periods is expected to be as follows (in millions):

For the twelve months ending March 31,	Amount
2025	$	0.7
2026	0.7
2027	0.7
2028	0.6
2029	0.5
Thereafter	2.9
Total	$	6.1

11

Note 6 — Accrued Expenses

Accrued expenses include the following (in millions):

	March 31, 2024		December 31, 2023
Accrued payables	$	13.7	$	13.0
Accrued compensation	10.0		13.7
Accrued taxes	2.0		1.7
Accrued insurance	1.3		1.2
Accrued expenses	$	27.0	$	29.6

Note 7 — Leases

Operating Leases

The Company has operating leases, primarily for real estate and equipment, with terms that vary from one to nine years, included in operating lease costs in the table below. The operating leases are included in Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.

Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three months ended March 31, 2024 and 2023, are as follows (in millions):

	Three Months Ended March 31,
	2024			2023
Short-term lease costs	$	3.3		$	5.3
Operating lease costs	$	0.8		$	0.8
Operating cash outflows from operating leases	$	0.8		$	0.8
Weighted average remaining lease term	3.4 years			4.2 years
Weighted average discount rate	8.1		%	8.1		%

As of March 31, 2024, aggregate future minimum lease payments under operating leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	3.4
2026	3.3
2027	2.8
2028	1.2
2029	0.3
Total future minimum lease payments	11.0
Less: amount representing interest	(1.4)
Present value of future minimum lease payments	9.6
Less: current portion of operating lease obligations	(2.8)
Long-term portion of operating lease obligations	$	6.8

Finance Leases

The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three to five years. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.

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Lease costs and other information related to finance leases for the three months ended March 31, 2024 and 2023, are as follows (in millions):

	Three Months Ended March 31,
	2024			2023
Amortization of finance leases	$	1.3		$	0.8
Interest on lease liabilities	$	0.5		$	0.3
Financing cash outflows from finance leases	$	1.3		$	1.3
Weighted average remaining lease term	2.3 years			1.7 years
Weighted average discount rate	6.1		%	4.3		%

As of March 31, 2024, aggregate future minimum lease payments under finance leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	5.6
2026	4.1
2027	2.9
2028	1.2
Total future minimum lease payments	13.8
Less: amount representing interest	(1.8)
Present value of future minimum lease payments	12.0
Less: current portion of finance lease obligations	(4.6)
Long-term portion of finance lease obligations	$	7.4

Note 8 — Other Financing Liabilities

The Company has sale, lease-back agreements for land and certain other fixed assets with terms that vary from 18 months to 13 years. The sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded. The net book value of the assets remained in Property and equipment, net and are depreciating over their original useful lives.

As of March 31, 2024, aggregate future lease payments of the financing liabilities are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	0.6
2026	0.7
2027	0.7
2028	0.8
2029	0.9
Thereafter	7.7
Total future minimum lease payments	$	11.4

Note 9 — Debt

The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):

	March 31, 2024		December 31, 2023
Wells Fargo Revolving Credit Facility	$	—	$	—
Installment Purchases	—		0.1
Total Debt	—		0.1
Current portion of long-term debt	—		(0.1)
Long term-debt, net	$	—	$	—

Wells Fargo Bank, N.A. Credit Agreement

On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with a secured credit facility (“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of $75 million. Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets. The Company was in compliance with the Credit Agreement covenant by maintaining a fixed charge coverage ratio of greater than 1.0 as of March 31, 2024.

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In addition, on September 25, 2023, the Company entered into an agreement with Wells Fargo Bank, N.A. which designated an additional Letter of Credit in the amount of $1.6 million as part of incremental collateral requirements for the Company’s 2023 insurance renewal. This line of credit falls under the Wells Fargo Revolving Credit Facility aggregate principal amount and matures on September 25, 2024. The interest rate for this Letter of Credit was approximately 1.8% for the three months ended March 31, 2024.

The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the Revolving Credit Facility, M&E Term Loan Facility, and the Secured Promissory Note, as defined below. The undrawn portion of the Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other-permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases. The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions under certain circumstances that permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Revolving Credit Facility. The borrowings of the Wells Fargo Revolving Credit Facility, therefore, will be classified as Long-term debt, current portion on the Condensed Consolidated Balance Sheet.

Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $58.6 million, which was based on a borrowing base certificate in effect as of March 31, 2024. The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility. The Company does have a $3.2 million of Letters of Credit open under the facility, leaving a residual $55.4 million available for borrowings as of March 31, 2024. Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability. The weighted average interest rate for the loan was approximately 7.2% for the three months ended March 31, 2024.

Eclipse Loan and Security Agreement

On September 27, 2021, the Company entered into a Loan and Security Agreement with EBC and Eclipse Business Capital SPV, LLC, as administrative agent, providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million (the “EBC Credit Facility”), consisting of (i) a revolving credit facility in an aggregate principal amount of up to $50.0 million (the “Revolving Credit Facility”), (ii) a machinery and equipment term loan facility in an aggregate principal amount of up to $12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up to $15.0 million (the “Term Loan B Facility”). On September 23, 2022, the Company entered into the Fourth Amendment to the Loan and Security Agreement pursuant to which, SOFR replaced LIBOR as the reference rate for interest on borrowings, effective October 1, 2022.

For the three months ended March 31, 2023, the Company made principal payments to the Eclipse M&E Term Loan Facility of $0.6 million. On May 31, 2023, the Company extinguished the Eclipse Revolving Credit Facility and Eclipse M&E Term Loan Facility, paying the remaining principal amount of $10.4 million associated with the Eclipse M&E Term Loan Facility for the five months ended May 31, 2023. Of this amount, $8.4 million was outstanding at the time of debt extinguishment, and repaid utilizing funds from the Wells Fargo Revolving Credit Facility. The Company recognized a loss on the retirement of debt of $2.4 million in connection with the initiation of the Wells Fargo Revolving Credit Facility.

On August 16, 2022, the Company had fully repaid the Eclipse Term Loan B Facility and Eclipse M&E Term Loan Facility, making principal payments totaling $12.4 million and $1.5 million, respectively.

Secured Promissory Note

On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North Dakota and Midland, Texas. In connection with the PerfX acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired (the “Secured Promissory Note”). Borrowings under the Secured Promissory Note bore interest at a rate of 8.5% per annum and was scheduled to mature in January 2024.

For the three months ended March 31, 2023, the Company made principal payments to the Secured Promissory Note totaling $0.6 million. For the five months ended May 31, 2023, the Company made principal payments to the Secured Promissory Note totaling $6.2 million, of which $5.4 million was related to the debt extinguishment and was repaid utilizing funds from the Wells Fargo Revolving Credit Facility.

Other Installment Purchases

During the year ended December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets

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are being held as collateral. As of March 31, 2024, the aggregate principal balance outstanding under the Installment Agreements was less than $0.1 million and is payable ratably over 36 months from the time of each purchase. For the three months ended March 31, 2024 and three months ended March 31, 2023 the Company paid down the Installment Agreements by $0.1 million and $0.1 million, respectively. The monthly installment payments contain an imputed interest rate that are consistent with the Company’s incremental borrowing rate and is not significant to the Company.

Note 10 — 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”) and performance-based restricted stock units (“performance stock units” or “PSUs”) under the 2017 Plan.

Restricted Stock Awards

The Company has granted RSAs, which generally vest in three equal annual installments beginning on the first anniversary date of the grant. During the three months ended March 31, 2024, the Company granted approximately 372,800 RSAs, with an approximated aggregate value of $3.8 million. As of March 31, 2024, there was an aggregate $7.3 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 2.2 years.

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 an approximated three-year performance period. During the three months ended March 31, 2024, the Company granted approximately 123,600 target shares of market-based performance stock units, of which 61,800 were granted at a relative grant date fair value of approximately $14.13 per share and 61,800 were granted at an absolute grant date fair value of approximately $11.35 per share. Additionally, the Company granted approximately 62,000 target shares of market-based performance stock units with a specified floor price per share, of which 31,000 were granted a relative grant date fair value of approximately $9.57 and 31,000 were granted at an absolute grant date fair value of approximately $10.54 per share. Shares granted during the three months ended March 31, 2024 are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2026. As of March 31, 2024, there was an aggregate $4.7 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 1.6 years.

Share Repurchases

On March 7, 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 for 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 three months ended March 31, 2024, the Company repurchased 846,900 shares of the Company’s Class A Common Stock for an aggregate $8.5 million, net of tax on the open market. As of March 31, 2024, an aggregate of 2,652,400 shares of Class A Common Stock were purchased for a total of $27.5 million, net of tax since the inception of the repurchase plan announced on March 7, 2023. The Company has accrued stock repurchase excise tax of $0.2 million for the three months ended March 31, 2024.

Dividends

On March 4, 2024, the Company’s Board of Directors declared a cash dividend of $0.05 per share of Class A Common Stock. On April 5, 2024, the Company paid dividend distributions totaling $1.1 million to stockholders of record as of the close of business on March 15, 2024. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.

Warrant from PerfX Acquisition

The PerfX acquisition purchase price included a warrant to acquire a 30% ownership in the XConnect Business (“XConnect”), which expires on July 8, 2031. XConnect is the manufacturer of a perforating gun system developed by the PerfX sellers alongside the PerfX wireline service business. The warrant requires the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products. Should the Company fail to maintain the specified minimum level of

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purchases, a forfeiture event would occur; however, the Company may elect to cure the forfeiture event through a cash payment to XConnect. If the Company elects not to cure the forfeiture event, the ownership percentage would reduce to 15%. Upon the occurrence of a second uncured forfeiture event, the warrant is deemed to be cancelled. The value of the warrant by the Company is negligible as of March 31, 2024. The Company finalized the purchase price allocation in the fourth quarter of 2021.

Note 11 — Risk Concentrations

Customer Concentrations 

During the three months ended March 31, 2024, four customers accounted for approximately 12%, 11%, 10% and 10%, respectively, of the Company’s consolidated revenues. As of March 31, 2024, approximately 43% of the net accounts receivable balance was due from these four customers.

During the three months ended March 31, 2023, two customers accounted for approximately 10% each of the Company’s consolidated revenue. As of March 31, 2023, approximately 15% of the net accounts receivable balance, in aggregate, was due from these two customers.

Note 12 — Income Taxes

Effective Tax Rate

The Company is a corporation and is subject to U.S. federal income tax. The Company uses an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating the estimated annual effective tax rate, the Company considers forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and other income tax related estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates. The effective U.S. federal income tax rate applicable to the Company for the three months ended March 31, 2024 and 2023 was 27.0% and 24.0%, respectively. The Company is subject to the Texas Margin Tax, which requires tax payments at a maximum statutory effective rate of 0.75% on the taxable margin of each taxable entity that does business in Texas.

Tax Attributes

Historically, utilization of a portion of the Company's net operating loss carryforwards has been subject to limitations of utilization under Section 382 of the Internal Revenue Code of 1986 (“Section 382”), as amended. The Company incurred an ownership change, triggering another Section 382 loss limitation, during the three months ended June 30, 2023.

As the Company continues to experience increasing profits and no longer has a trailing 3-year cumulative taxable loss, we currently believe that it is more likely than not to fully utilize all deferred tax assets including those associated with the net operating loss carry-forward. Accordingly, the Company released all valuation allowances previously recorded resulting in a discrete tax benefit for the period ended September 30, 2023.

Other Tax Matters

Total income tax expense (benefit) for the three months ended March 31, 2024 and 2023 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income or loss primarily due to the impact of state income taxes as well as certain non-deductible expenses offset by the benefit from the release of a previously recorded valuation allowance against deferred tax assets.

The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of March 31, 2024, the Company has no current tax years under audit. The Company remains subject to examination for federal income taxes and state income taxes for tax years 2020 through 2023.

The Company has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely than not be sustained upon examination. Therefore, as of March 31, 2024, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.

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Note 13 — Earnings (Loss) per Share

Earnings (loss) per share is based on the amount of earnings allocated to the shareholders and the weighted average number of shares outstanding during the period for each class of Common Stock. The numerator and denominator used to compute earnings (loss) per share were as follows (in millions, except share and per share data):

	Three Months Ended March 31,
	2024		2023
Income (loss) (numerator):
Basic:
Income (loss) attributable to Ranger Energy Services, Inc.	$	(0.8)	$	6.2
Net income (loss) attributable to Class A Common Stock	$	(0.8)	$	6.2
Diluted:
Income (loss) attributable to Ranger Energy Services, Inc.	$	(0.8)	$	6.2
Net income (loss) attributable to Class A Common Stock	$	(0.8)	$	6.2
Weighted average shares (denominator):
Weighted average number of shares - basic	22,738,286		24,940,335
Effect of share-based awards	183,998		269,645
Weighted average number of shares - diluted	22,922,284		25,209,980
Basic income (loss) per share	$	(0.04)	$	0.25
Diluted income (loss) per share	$	(0.03)	$	0.25

During the three months ended March 31, 2024 and 2023, the Company excluded 0.1 million and 0.2 million, respectively, of equity-based awards in calculating diluted income per share, as the effect was anti-dilutive.

Note 14 — Commitments and Contingencies

Legal Matters

From time to time, the Company is involved in various legal matters arising in the normal course of business. The Company does not believe that the ultimate resolution of these currently pending matters will have a material adverse effect on its condensed consolidated financial position or results of operations. We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our insurance advisers and brokers, believe are reasonable and prudent. We cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that these levels of insurance will be available in the future at economical prices.

Note 15 — Segment Reporting

The Company’s operations are located in the United States and organized into three reportable segments: High Specification Rigs, Wireline Services and Processing Solutions and Ancillary Services. The reportable segments comprise the structure used by the Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying Condensed Consolidated Financial Statements. The CODM evaluates the segments’ operating performance based on multiple measures including operating income, rig hours and stage counts. The tables below present the operating income measurement, as the Company believes this is most consistent with the principals used in measuring the Condensed Consolidated Financial Statements.

The following is a description of each operating segment:

High Specification Rigs. Provides high specification well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well.

Wireline Services.  Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down service lines.

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Processing Solutions and Ancillary Services.  Provides complimentary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, plug and abandonment snubbing, and processing solutions.    

Other. Other represents costs not allocable to the reporting segments and includes corporate general and administrative expense and depreciation of corporate furniture and fixtures, amortization, impairments, debt retirements and other items similar in nature.

Certain segment information for the three months ended March 31, 2024 and 2023 is as follows (in millions):

	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended March 31, 2024
Revenue	$	79.7	$	32.8	$	24.4	$	—	$	136.9
Cost of services	66.3		32.6		21.9		—		120.8
Depreciation and amortization	5.6		3.1		2.0		0.5		11.2
Operating income (loss)	7.8		(2.9)		0.5		(5.9)		(0.5)
Net income (loss)	$	7.8	$	(2.9)	$	0.5	$	(6.2)	$	(0.8)
Capital expenditures	$	3.9	$	0.9	$	1.7	$	—	$	6.5

	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended March 31, 2023
Revenue	$	77.5	$	49.9	$	30.1	$	—	$	157.5
Cost of services	60.1		45.7		25.1		—		130.9
Depreciation and amortization	5.5		2.4		1.6		0.5		10.0
Operating income (loss)	11.9		1.8		3.4		(7.9)		9.2
Net income (loss)	$	11.9	$	1.8	$	3.4	$	(10.9)	$	6.2
Capital expenditures	$	2.1	$	1.3	$	4.3	$	—	$	7.7

Note 16 — Subsequent Events

On May 7, 2024, the Board of Directors declared a quarterly cash dividend of $0.05 per share payable May 31, 2024 to common stockholders of record at the close of business on May 17, 2024. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements are issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the historical financial statements and related notes included in Part I, Item 1. Financial Statements of this Quarterly Report on Form 10-Q (the “Quarterly Report”). This discussion contains “forward-looking statements” reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, market prices and demand for oil and natural gas, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this report. Please read the Cautionary Statement Regarding Forward-Looking Statements. Also, please read the risk factors and other cautionary statements described under “Risk Factors” in this Quarterly Report and in our Annual Report. We assume no obligation to update any of these forward-looking statements except as required by law. Except as otherwise indicated or required by the context, all references in this Quarterly Report to the “Company,” “Ranger,” “we,” “us,” or “our” relate to Ranger Energy Services, Inc. (“Ranger, Inc.”) and its consolidated subsidiaries.

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How We Evaluate Our Operations

Our service offerings consist of well completion support, workover, well maintenance, wireline, other complementary services, as well as well installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows:

•High Specification Rigs. Provides high specification well service rigs to facilitate operations throughout the lifecycle of a well.

•Wireline Services. Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down service lines.

•Processing Solutions and Ancillary Services. Provides complimentary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, coil tubing, plug and abandonment, snubbing, and processing solutions.

•Other. Other represents costs not allocable to the reporting segments and includes corporate general and administrative expense and depreciation of corporate furniture and fixtures, amortization, impairments, debt retirements and other items similar in nature.

For additional financial information about our segments, please see “Item 1. Financial Information — Note 15 — Segment Reporting.”

Business Outlook

The outlook for the majority of the Company’s business lines remains stable. Despite drilling and completion activity declines during 2023, the Company was able to maintain consistent performance through most quarters with declines in some service line occurring at the start of 2024 due to increased competition and seasonality. Activity levels have since recovered in most service lines and, going forward, we anticipate the global economy and, commodity prices as a consequence, will show continued stability providing a constructive demand backdrop for our services. OPEC+ production cuts have continued and are expected to keep commodity prices at a stable level through the remainder of 2024. Furthermore, both EIA and OPEC+ are projecting for global oil inventories to decline due to flat production and increasing oil consumption in 2024. OPEC+ is projecting oil demand to rise by 2.25 million barrels per day in 2024 and by 1.85 million barrels per day in 2025, driving continued investment and growth in the sector. Consolidation occurring at the E&P operator level within the energy industry is expected to impact U.S. onshore activity levels although the full extent of this impact is not yet known. The Company does expect that short to medium term activity will be varied from this consolidation but, over the long-term, the Company expects favorable preference from these larger organizations where the well-established processes and systems of Ranger are more valued.

The Company believes current geopolitical events will continue to have an impact on our industry. Considering the rapidly evolving events and the interplay of supply and demand within oil and gas commodities sector, numerous unknown factors could materially impact our operations. These events have already, and are likely to continue, influencing commodity prices, causing volatility that could have a material effect on our earnings, cash flows, and financial condition.

Financial Metrics

How We Generate Revenue

Rig hours and stage counts, as it relates to our High Specification Rigs and parts of our Wireline Services segments, respectively, are important indicators of our activity levels and profitability. Rig hours represent the aggregate number of hours that our well service rigs actively worked. Stage counts represent the number of completed stages during the periods presented for the completion service line within our Wireline Services segment. Generally, during the period our services are being provided, our customers are billed on an hourly basis for our high specification rig services or, as it relates to our wireline services, customers are billed upon the completion of the well, on a monthly basis, or on a per job basis. The rates for which the customer is billed is generally predetermined based upon a contractual agreement.

Costs of Conducting Our Business

The principal costs associated with conducting our business are personnel, repairs and maintenance, general and administrative, and depreciation expense.

Cost of Services. The primary costs associated with our cost of services are related to personnel expenses, lease costs, repairs and maintenance of our fixed assets and, additionally, as it relates to our Wireline Services segment, perforating and gun costs. A significant portion of these expenses are variable, and therefore typically managed based on industry conditions and

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demand for our services. Further, there is generally a correlation between our revenue generated and personnel and repairs and maintenance costs, which are dependent upon the operational activity.

Personnel costs associated with our operational employees represent the most significant cost of our business. A substantial portion of our labor costs is attributable to our field crews and is partly variable based on the requirements of specific customers. A key component of personnel costs relates to the ongoing training of our employees, which improves safety rates and reduces attrition.

General & Administrative. General and administrative expenses are corporate in nature and are included within Other. These costs include the majority of centrally-located company management and administrative personnel and are not attributable to any of our lines of businesses nor reporting segments.

Operating Income or Loss

We analyze our operating income or loss by segment, which we have defined as revenue less cost of services and depreciation expense. We believe this is a key financial metric as it provides insight on profitability and operational performance based on the historical cost basis of our assets.

Adjusted EBITDA

We view Adjusted EBITDA, which is a non‑GAAP financial measure, as an important indicator of performance. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense or benefit, depreciation and amortization, equity‑based compensation, acquisition‑related costs, severance and reorganization costs, gain or loss on disposal of property and equipment, and certain other non‑cash and certain other items that we do not view as indicative of our ongoing performance. See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more information and reconciliations of net income (loss) to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

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Results of Operations

Three Months Ended March 31, 2024 compared to Three Months Ended March 31, 2023

The following is an analysis of our operating results. See “—How We Evaluate Our Operations” for definitions of rig hours, stage counts and other analogous information, as well as key operating metrics.

	Three Months Ended
	March 31,				Variance
	2024		2023		$		%
Revenue
High specification rigs	$	79.7	$	77.5	$	2.2	3	%
Wireline services	32.8		49.9		(17.1)		(34)	%
Processing solutions and ancillary services	24.4		30.1		(5.7)		(19)	%
Total revenue	136.9		157.5		(20.6)		(13)	%
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs	66.3		60.1		6.2		10	%
Wireline services	32.6		45.7		(13.1)		(29)	%
Processing solutions and ancillary services	21.9		25.1		(3.2)		(13)	%
Total cost of services	120.8		130.9		(10.1)		(8)	%
General and administrative	6.7		8.4		(1.7)		(20)	%
Depreciation and amortization	11.2		10.0		1.2		12	%
Gain on sale of assets	(1.3)		(1.0)		(0.3)		30	%
Total operating expenses	137.4		148.3		(10.9)		(7)	%
Operating income (loss)	(0.5)		9.2		(9.7)		(105)	%
Other expenses
Interest expense, net	0.8		1.2		(0.4)		(33)	%
Total other expenses	0.8		1.2		(0.4)		(33)	%
Income (loss) before income tax expense (benefit)	(1.3)		8.0		(9.3)		(116)	%
Income tax expense (benefit)	(0.5)		1.8		(2.3)		(128)	%
Net income (loss)	$	(0.8)	$	6.2	$	(7.0)	(113)	%

Revenue. Revenue for the three months ended March 31, 2024 decreased $20.6 million, or 13%, to $136.9 million from $157.5 million for the three months ended March 31, 2023. The change in revenue by segment was as follows:

High Specification Rigs. High Specification Rigs revenue for the three months ended March 31, 2024 increased $2.2 million, or 3%, to $79.7 million from $77.5 million for the three months ended March 31, 2023. The revenue increase is attributable to customer and asset mix reflecting relatively consistent pricing and operating levels quarter over quarter, as the average revenue per rig hour increased 4% to $718 for the three months ended March 31, 2024 from $689 for the three months ended March 31, 2023 offset by decreased total rig hours to 111,000 for the three months ended March 31, 2024 from 112,500 for three months ended March 31, 2023. Although revenue was essentially flat, the Company experienced material downtime events during three months ended March 31, 2024 due to a safety event that occurred on a non-Ranger rig that was outside of its control as well as weather related impacts. Our 24-hour completion focused High Specification Rig work faced pressure during the three months ended March 31, 2024 resulting in rig transitions between clients with the resulting downtime impacting margins for the quarter.

Wireline Services. Wireline Services revenue for the three months ended March 31, 2024 decreased $17.1 million, or 34%, to $32.8 million from $49.9 million for the three months ended March 31, 2023. The decreased revenue was primarily attributable to a decrease in completion services revenue of $15.8 million where there was a 47% decrease in completed stage counts to 3,400 for the three months ended March 31, 2024 from 6,400 for the three months ended March 31, 2023. This decrease in completion services and stage count is indicative of lower operational activity reflecting the Company’s decision to pursue only work with appropriate margins and was due to both the Company's decision to close the completions service line in the South region, as part of a shift in activity from completions work to production, and additional competitive dynamics entering the North region during the three months ended March 31, 2024. Pump down services revenue decreased $0.3 million and production services decreased $1.0 million due to lower seasonal demand than during the prior year quarter. The Company

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has made a series of adjustments for the three months ended March 31, 2024 to the fixed costs associated with Wireline Services lines to improve margins on a go-forward basis.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue for the three months ended March 31, 2024 decreased $5.7 million, or 19%, to $24.4 million from $30.1 million for the three months ended March 31, 2023. The decrease in revenue is primarily attributable to decreased activity in our coil tubing service lines and snubbing services, which amounted to decreased revenue of $4.5 million and $0.8 million, respectively. Coil tubing services revenue declined in the North region due to increased competition from lower-priced units during the winter and seasonal lulls in activity. The Company has seen a recovery in coil tubing activity beginning in April 2024 along with increasing activity in other Ancillary Services lines.

Cost of services (exclusive of depreciation and amortization). Cost of services for the three months ended March 31, 2024 decreased $10.1 million, or 8%, to $120.8 million from $130.9 million for the three months ended March 31, 2023. As a percentage of revenue, cost of services was 88% and 83% for the three months ended March 31, 2024 and 2023, respectively. The change in cost of services by segment was as follows:

High Specification Rigs. High Specification Rigs cost of services for the three months ended March 31, 2024 increased $6.2 million, to $66.3 million from $60.1 million for the three months ended March 31, 2023. The increase was primarily attributable to an increase in variable expenses, notably employee-related labor costs, travel costs, and repair and maintenance costs of $4.6 million, $0.8 million and $0.7 million, respectively. As a percentage of High Specification Rigs revenue, cost of services increased 5% from the prior year period, due to an increase in medical costs of $1.6 million as well as the holding of crew and associated costs during periods of downtime and weather.

Wireline Services. Wireline Services cost of services for the three months ended March 31, 2024 decreased $13.1 million, or 29%, to $32.6 million from $45.7 million for the three months ended March 31, 2023. The decrease in wireline services cost of sales was primarily attributable to declines in completion services costs of $15.0 million as the Company reorganized this service line during the year to focus on more profitable service lines. As a percentage of Wireline Services revenue, cost of services increased from 92% for the three months ended March 31, 2023 to 99% for the three months ended March 31, 2024 primarily due to declining operating leverage due to lower activity levels. The Company completed further restructurings and cost reductions in this segment during the first quarter of 2024 to improve profitability going forward.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the three months ended March 31, 2024 decreased $3.2 million, or 13%, to $21.9 million from $25.1 million for the three months ended March 31, 2023. The decrease was primarily attributable to decreased employee and fuel costs which accounted for $1.0 million and $0.8 million, respectively driven by lower operational activity in our coil tubing and snubbing services. As a percentage of Processing Solutions and Ancillary Services revenue, cost of services increased from 83% for the three months ended March 31, 2023 to 90% for the three months ended March 31, 2024 primarily due to lower activity levels related to increased competition and seasonal lulls.

General & Administrative. General and administrative expenses for the three months ended March 31, 2024 decreased $1.7 million, or 20%, to $6.7 million from $8.4 million for the three months ended March 31, 2023. The decrease in general and administrative expenses is primarily due to decreased employee costs and legal expenses for the three months ended March 31, 2024.

Depreciation and Amortization. Depreciation and amortization for the three months ended March 31, 2024 increased $1.2 million, or 12%, to $11.2 million from $10.0 million for the three months ended March 31, 2023. The increase was attributable to capital expenditures added during the latter half of 2023 into 2024.

Interest Expense, net. Interest expense, net for the three months ended March 31, 2024 decreased $0.4 million, or 33%, to $0.8 million from $1.2 million for the three months ended March 31, 2023. The decrease to net interest expense was attributable to reduced borrowings.

Income Tax Expense or Benefit. Income tax expense for the three months ended March 31, 2024 decreased $2.3 million, or 128%, to a tax benefit of $0.5 million from a tax expense of $1.8 million for the three months ended March 31, 2023. The decrease in tax expense was attributable to the increase in net operating loss utilization in the current quarter, coupled with a decrease in net income.

Net Income (loss). Net loss for the three months ended March 31, 2024 decreased $7.0 million, or 113%, to a loss of $0.8 million from an income of $6.2 million for the three months ended March 31, 2023. The decrease in net income was primarily driven by reduced activity in Wireline Services and Processing Solutions and Ancillary Services segments.

Note Regarding Non-GAAP Financial Measure

Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense or benefit, depreciation and amortization, equity-based

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compensation, gain or loss on disposal of property and equipment, acquisition costs, severance and reorganization costs, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance.

We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) determined in accordance with U.S. GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from Adjusted EBITDA. Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. The following table presents reconciliations of net income (loss) to Adjusted EBITDA, our most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

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Three Months Ended March 31, 2024 compared to Three Months Ended March 31, 2023

The following is an analysis of our Adjusted EBITDA. See “Item 1. Financial Information—Note 15—Segment Reporting” and “—Results of Operations” for further details (in millions).

	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended March 31, 2024
Net income (loss)	$	7.8	$	(2.9)	$	0.5	$	(6.2)	$	(0.8)
Interest expense, net	—		—		—		0.8		0.8
Income tax benefit	—		—		—		(0.5)		(0.5)
Depreciation and amortization	5.6		3.1		2.0		0.5		11.2
EBITDA	13.4		0.2		2.5		(5.4)		10.7
Equity based compensation	—		—		—		1.2		1.2
Gain on disposal of property and equipment	—		—		—		(1.3)		(1.3)
Acquisition related costs	0.2		—		—		0.1		0.3
Adjusted EBITDA	$	13.6	$	0.2	$	2.5	$	(5.4)	$	10.9

	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended March 31, 2023
Net income (loss)	$	11.9	$	1.8	$	3.4	$	(10.9)	$	6.2
Interest expense, net	—		—		—		1.2		1.2
Income tax expense	—		—		—		1.8		1.8
Depreciation and amortization	5.5		2.4		1.6		0.5		10.0
EBITDA	17.4		4.2		5.0		(7.4)		19.2
Equity based compensation	—		—		—		1.1		1.1
Gain on disposal of property and equipment	—		—		—		(1.0)		(1.0)
Severance and reorganization costs	—		—		—		0.2		0.2
Acquisition related costs	—		—		—		0.6		0.6
Adjusted EBITDA	$	17.4	$	4.2	$	5.0	$	(6.5)	$	20.1

	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Variance ($)
Net income (loss)	$	(4.1)	$	(4.7)	$	(2.9)	$	4.7	$	(7.0)
Interest expense, net	—		—		—		(0.4)		(0.4)
Income tax expense (benefit)	—		—		—		(2.3)		(2.3)
Depreciation and amortization	0.1		0.7		0.4		—		1.2
EBITDA	(4.0)		(4.0)		(2.5)		2.0		(8.5)
Equity based compensation	—		—		—		0.1		0.1
Gain on disposal of property and equipment	—		—		—		(0.3)		(0.3)
Severance and reorganization costs	—		—		—		(0.2)		(0.2)
Acquisition related costs	0.2		—		—		(0.5)		(0.3)
Adjusted EBITDA	$	(3.8)	$	(4.0)	$	(2.5)	$	1.1	$	(9.2)

Adjusted EBITDA for the three months ended March 31, 2024 decreased $9.2 million to $10.9 million from $20.1 million for the three months ended March 31, 2023. The change by segment was as follows:

High Specification Rigs. High Specification Rigs Adjusted EBITDA for the three months ended March 31, 2024 decreased $3.8 million to $13.6 million from $17.4 million for the three months ended March 31, 2023, due to an increase in

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cost of services of $6.2 million, slightly offset by increased revenue of $2.2 million. The primary driver of increasing costs was carrying of crew and associated rig costs during periods of downtime during the first quarter of 2024 as well as inflationary pressures year over year.

Wireline Services. Wireline Services Adjusted EBITDA for the three months ended March 31, 2024 decreased $4.0 million to $0.2 million from $4.2 million for the three months ended March 31, 2023, due to decreased operating activity resulting in revenue declines of $17.1 million, partially offset by a corresponding decrease in cost of services of $13.1 million.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the three months ended March 31, 2024 decreased $2.5 million to $2.5 million from $5.0 million for the three months ended March 31, 2023, due to decreased revenue of $5.7 million, partially offset by a corresponding decrease in cost of services of $3.2 million.

Other. Other Adjusted EBITDA for the three months ended March 31, 2024 improved $1.1 million to a loss of $5.4 million from a loss of $6.5 million for the three months ended March 31, 2023 due to lower general and administrative costs year over year. The balances included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, Wireline Services or Processing Solutions and Ancillary Services.

Liquidity and Capital Resources

Overview

We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions. Our primary sources of liquidity have historically been cash generated from operations and borrowings under our credit facilities. As of March 31, 2024, we had total liquidity of $66.5 million, consisting of $11.1 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $55.4 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $58.6 million, net of $3.2 million of Letters of Credit open under the facility. This compares to the Company’s available borrowings under the EBC Revolving Credit Facility of $55.6 million and $69.4 million as of March 31, 2023 and December 31, 2023, respectively. We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements that permit us to manage the cyclicality associated with our business. We currently expect to have sufficient funds to meet the Company’s short and long term liquidity requirements and comply with our covenants of our debt agreements. For further details, see “— Debt Agreements.”

Cash Flows

The following table presents our cash flows for the periods indicated:

	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in millions)
Net cash provided by operating activities	$	12.0	$	17.4	$	(5.4)	(31)	%
Net cash used in investing activities	(5.7)		(1.1)		(4.6)		(418)	%
Net cash used in financing activities	(10.9)		(5.6)		(5.3)		(95)	%
Net change in cash	$	(4.6)	$	10.7	$	(15.3)	(143)	%

Operating Activities

Net cash from operating activities decreased $5.4 million to $12.0 million for three months ended March 31, 2024 compared to $17.4 million for the three months ended March 31, 2023. The change in cash flows from operating activities is primarily attributable to a decrease in operating income for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. Cash created from working capital increased $3.3 million to $2.2 million for the three months ended March 31, 2024, compared to the use of working capital of $1.1 million for the three months ended March 31, 2023 due to improvements in collections activities in the most recent quarter.

Investing Activities

Net cash used in investing activities increased $4.6 million to $5.7 million for three months ended March 31, 2024 compared to $1.1 million for the three months ended March 31, 2023. The change in cash flows from investing activities is largely attributable to slight increases in fixed asset additions that took place during the three months ended March 31, 2024 and less proceeds from asset disposals relative to those that occurred during the three months ended March 31, 2023.

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Financing Activities

Net cash used in financing activities increased $5.3 million from $5.6 million for the three months ended March 31, 2023 to $10.9 million for the three months ended March 31, 2024. Cash used in financing activities for the three months ended March 31, 2024 primarily was allocated to the repurchase of Class A Common Stock (see Item 1. Financial Information— Note 10 — Equity). The Company consolidated its debt and repaid the Revolving Credit Facility, M&E Term Loan Facility, and the Secured Promissory Note with borrowings from the new Wells Fargo Revolving Credit Facility (see Item 1. Financial Information— Note 9 — Debt). The repayment is primarily attributable to the increased ability to pay down debt in 2023 with proceeds from operating activities.

Supplemental Disclosures

During the three months ended March 31, 2024, the Company added fixed assets of $0.8 million and $2.6 million primarily related to finance leased assets and asset trades, respectively, across all operating segments.

Working Capital

Our working capital, which we define as total current assets less total current liabilities, was $58.5 million as of March 31, 2024, compared to $66.4 million as of December 31, 2023. The decrease in working capital can be attributed to a lower cash and accounts receivable balance, offset by a lower accounts payable balance.

Debt Agreements

Wells Fargo Bank, N.A. Credit Agreement

On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with a secured credit facility (“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of $75 million. Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets. The Company was in compliance with the Credit Agreement covenant by maintaining a fixed charge coverage ratio of greater than 1.0 as of March 31, 2024.

In addition, on September 25, 2023, the Company entered into an agreement with Wells Fargo Bank, N.A. which designated an additional Letter of Credit in the amount of $1.6 million as part of incremental collateral requirements for the Company’s 2023 insurance renewal. This line of credit falls under the Wells Fargo Revolving Credit Facility aggregate principal amount and matures on September 25, 2024. The interest rate for this Letter of Credit was approximately 1.8% for the three months ended March 31, 2024.

The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the Revolving Credit Facility, M&E Term Loan Facility, and the Secured Promissory Note. The undrawn portion of the Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other-permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases. The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions under certain circumstances that permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Revolving Credit Facility. The borrowings of the Wells Fargo Revolving Credit Facility, therefore, will be classified as Long-term debt, current portion on the Condensed Consolidated Balance Sheet.

Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $58.6 million, which was based on a borrowing base certificate in effect as of March 31, 2024. The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility. The Company does have a $3.2 million of Letters of Credit open under the facility, leaving a residual $55.4 million available for borrowings as of March 31, 2024. Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability. The weighted average interest rate for the loan was approximately 7.2% for the three months ended March 31, 2024.

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Eclipse Loan and Security Agreement

On September 27, 2021, the Company entered into a Loan and Security Agreement with Eclipse Business Capital LLC (“EBC”) and Eclipse Business Capital SPV, LLC, as administrative agent, providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million (the “EBC Credit Facility”), consisting of (i) a revolving credit facility in an aggregate principal amount of up to $50.0 million (the “Revolving Credit Facility”), (ii) a machinery and equipment term loan facility in an aggregate principal amount of up to $12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up to $15.0 million (the “Term Loan B Facility”).

For the three months ended March 31, 2023, the Company made principal payments to the Eclipse M&E Term Loan Facility of $0.6 million. On May 31, 2023, the Company extinguished the Eclipse Revolving Credit Facility and Eclipse M&E Term Loan Facility, paying the remaining principal amount of $10.4 million associated with the Eclipse M&E Term Loan Facility for the five months ended May 31, 2023. Of this amount, $8.4 million was outstanding at the time of debt extinguishment, and repaid utilizing funds from the Wells Fargo Revolving Credit Facility. The Company recognized a loss on the retirement of debt of $2.4 million in connection with the initiation of the Wells Fargo Revolving Credit Facility.

On August 16, 2022, the Company had fully repaid the Eclipse Term Loan B Facility and Eclipse M&E Term Loan Facility, making principal payments totaling $12.4 million and $1.5 million, respectively.

Secured Promissory Note

On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North Dakota and Midland, Texas. In connection with the PerfX acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired. Borrowings under the Secured Promissory Note bear interest at a rate of 8.5% per annum and was scheduled to mature in January 2024.

For the three months ended March 31, 2023, the Company made principal payments to the Secured Promissory Note totaling $0.6 million. For the five months ended May 31, 2023, the Company made principal payments to the Secured Promissory Note totaling $6.2 million, of which $5.4 million was related to the debt extinguishment and was repaid utilizing funds from the Wells Fargo Revolving Credit Facility.

Other Installment Purchases

During the year ended December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral. As of March 31, 2024, the aggregate principal balance outstanding under the Installment Agreements was less than $0.1 million and is payable ratably over 36 months from the time of each purchase. For the three months ended March 31, 2024 and three months ended March 31, 2023 the Company paid down the Installment Agreements by $0.1 million and $0.1 million, respectively. The monthly installment payments contain an imputed interest rate that are consistent with the Company’s incremental borrowing rate and is not significant to the Company.

Capital Returns Program

On March 7, 2023, the Company announced a share repurchase program authorizing the Company to purchase up to $35.0 million of Class A Common Stock that can be utilized for up to 36 months. On March 4, 2024, the Company announced that its Board of Directors approved for an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value.

In 2023, the Board of Directors approved the initiation of the quarterly dividend of $0.05 per share. The Company believes that a share repurchase and dividend framework provides the best overall value creation potential for investors. On May 7, 2024, the Board of Directors declared a quarterly cash dividend of $0.05 per share payable May 31, 2024 to common stockholders of record at the close of business on May 17, 2024. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.

Critical Accounting Policies and Estimates

Our significant accounting policies are discussed in our Annual Report and have not materially changed since December 31, 2023.

Off-Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risks

Recent Events

We continue to expect business opportunities and financial results to show mild increases assuming the global economy remains stable. OPEC+ production cuts have continued and are expected to keep commodity prices at a stable level through the remainder of 2024. OPEC+ also expects oil demand to rise by approximately 2.25 million barrels per day in 2024 and by 1.85 million barrels per day in 2025.

We believe that geopolitical events will continue to have an impact on the macroeconomic backdrop of our industry, most notably, China’s growth expectations and uncertainty regarding Russia’s oil supply while under sanctions. The 2022 invasion of Ukraine by neighboring Russia has caused turmoil in global markets, generally driving oil prices higher while also injecting further uncertainty into a worldwide economy recovering from the effects of COVID-19. Additionally, recent events in the Middle East have contributed to further uncertainty and created additional risk to global stability that could ultimately affect our business.

Given the continuing conflict globally, there are many unknown factors and events that could materially impact our operations. These events have and continue to impact commodity prices, which could have a material effect on our earnings, cash flows, and financial condition. In the short-term, commodity price fluctuations are highly uncertain. Actual price outcomes will be dependent on the degree to which existing sanctions imposed on Russia, any potential future sanctions, and independent corporate actions affect Russia’s oil production or the sale of Russia’s oil in the global market. In addition, the degree to which other oil producers respond to current oil prices, as well as the effects macroeconomic developments might have on global oil demand, will be important for oil price formation in the coming months.

Interest Rate Risk

We are exposed to interest rate risk as a result of borrowings associated with our Wells Fargo Revolving Credit Facility and Financing Agreement to fund operations. As of March 31, 2024, the Company did not have any borrowings under the Wells Fargo Revolving Credit Facility and therefore a hypothetical 1.0% increase or decrease in the weighted average interest rate would increase or decrease interest expense by less than $0.1 million per year. We do not currently hedge out interest rate exposure. We do not engage in derivative transactions for speculative or trading purposes. For a complete discussion of our interest rate risk, see our Annual Report.

Credit Risk

The majority of our trade receivables have payment terms of 30 days or less. As of March 31, 2024, the top three trade receivable balances represented approximately 15%, 14%, and 7%, respectively, of consolidated net accounts receivable. Within our High Specification Rig segment, the top three trade receivable balances represented 23%, 19% and 12%, respectively, of total High Specification Rig net accounts receivable. Within our Wireline Services segment, the top three trade receivable balances represented 25%, 10%, and 10%, respectively, of total Wireline Services net accounts receivable. Within our Processing Solutions and Ancillary Services segment, the top three trade receivable balances represented 16%, 16%, and 12%, respectively, of total Processing Solutions and Ancillary Services net accounts receivable. We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers.

Commodity Price Risk

The market for our services is indirectly exposed to fluctuations in the prices of oil and natural gas to the extent such fluctuations impact the activity levels of our E&P customers. See “— Recent Events” above for further details. Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and therefore affect demand for our services. We do not currently intend to hedge our indirect exposure to commodity price risk.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report.

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

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Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2024.

Changes in Internal Control over Financial Reporting

There were no other changes in our internal control over financial reporting during the quarter ended March 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. However, we are not currently subject to any material litigation and in the opinion of management, the outcome of any existing matters will not have a material adverse effect on the Company’s consolidated financial position or consolidated results of operations. We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our insurance advisers and brokers, believe are reasonable and prudent. We cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that these levels of insurance will be available in the future at economical prices.

Item 1A. Risk Factors

Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A Common Stock are described under “Risk Factors,” included in our Annual Report. This information should be considered carefully, together with other information in the Quarterly Report and the other reports and materials we file with the SEC.

Item 2. Unregistered Sales of Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities

On March 7, 2023, the Company announced that its Board of Directors authorized a share repurchase program, allowing the Company to purchase currently outstanding 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 for an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value, allowing the Company to utilize the expanded $50 million of approved capacity through March 4, 2027. Share repurchases may take place from time to time on the open market or through privately negotiated transactions. The duration of the share repurchase program is 36 months and may be accelerated, suspended or discontinued at any time without notice.

The following table provides information with respect to Class A Common Stock purchases made by the Company during the three months ended March 31, 2024.

Period	Total Number of Shares Repurchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (3)
January 1, 2024 - January 31, 2024	465,087	$	9.70	464,800	1,115,796
February 1, 2024 - February 29, 2024	272,000	10.05		272,000	819,497
March 1, 2024 - March 31, 2024	184,086	11.20		110,100	5,190,126
Total	921,173	$	10.10	846,900	5,190,126

_________________________

(1)    Total number of shares repurchased during the first quarter of 2024 consists of 74,273 shares of Class A Common Stock, at an average price paid per share of $11.57, withheld by the Company in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan and 846,900 shares of Class A Common Stock, at an average price paid per share of $9.98, repurchased pursuant to the repurchase program that was announced on March 7, 2023.

(2)     For the three months ended March 31, 2024, 846,900 shares of Class A Common Stock were repurchased for a total of $8.5 million, net of tax. As of March 31, 2024, an aggregate of 2,652,400 shares of Class A Common Stock were purchased for a total of $27.5 million, net of tax since the inception of the repurchase plan announced on March 7, 2023. The Company has accrued stock repurchase excise tax of $0.2 million for the three months ended March 31, 2024.

(3)    As of March 31, 2024, the maximum number of shares that may yet be purchased under the plan is 5,190,126 shares of Class A Common Stock. This is based on the closing price of $11.29 of Ranger Energy Services, Inc.’s Class A Common Stock on the New York Stock Exchange as of March 31, 2024. As of March 4, 2024, the share repurchase program authorization increased $50 million, from $35.0 million to $85.0 million, thus increasing the number of shares to may yet to repurchased under the share repurchase program in March.

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Item 5. Other Information

On May 6, 2024, the Company entered into a Lock-Up Agreement with Charles S. Leykum and CSL Capital Management, L.P., for and on behalf of subsidiary and affiliated entities, including CSL Energy Opportunity GP I, LLC, CSL Fund II Preferred Holdings, LLC, CSL Energy Holdings II, LLC, CSL Energy Opportunity GP II, LLC, CSL Energy Opportunities Fund II, L.P., and CSL CM GP, LLC (the “CSL-related entities,” and collectively with CSL Capital Management, L.P. and Charles S. Leykum, “CSL”), whereby CSL agreed not to enter into certain types of “Prohibited Transactions” involving the Company’s securities until December 31, 2024. The Prohibited Transactions are defined to include: (1) offering, pledging, encumbering, hypothecating, selling, granting of an option, or contracting to sell, lend or otherwise attempt to or transfer or dispose of, directly or indirectly, any shares of common stock of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired; (2) entering into any put, call, hedge, short sale or swap or other arrangement that could or does transfer to another or give another rights with respect to, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (including for purposes of (1) or (2) above, any other act or transaction that would transfer the beneficial ownership of the Company’s securities to any other person; or (3) publicly disclosing the intention to do any of the foregoing. The parties agreed to exclude from the Lock-Up Agreement certain limited types of transactions, or terminate the Lock-Up Agreement on the occurrence of certain events, which are expressly enumerated in the Lock-Up Agreement. In partial consideration for CSL’s entry into the Lock-up Agreement, Ranger agreed to reimburse CSL for fees and expenses incurred by it in connection with its negotiation of the Lock-Up Agreement.

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Item 6. Exhibits

The following exhibits are filed as part of this Quarterly Report.

INDEX TO EXHIBITS
Exhibit Number	Description
10.1*	Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan (2024)
10.2*	Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (2024)
10.3*	Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement with Floor under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (2024)
10.4*	Lock-Up Agreement by and among the Company, Charles Leykum, and CSL Capital Management, L.P., for and on behalf of the CSL-related entities, dated as of May 6, 2024
31.1*	Certification of Chief Executive Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934
32.1**	Certifications of 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**	Certifications of 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.CAL*	iXBRL Calculation Linkbase Document
101.DEF*	iXBRL Definition Linkbase Document
101.INS*	iXBRL Instance Document
101.LAB*	iXBRL Labels Linkbase Document
101.PRE*	iXBRL Presentation Linkbase Document
101.SCH*	iXBRL Schema Document
104*	Cover page interactive data file (formatted in iXBRL and contained in Exhibit 101)

*    Filed as an exhibit to this Quarterly Report on Form 10-Q.

**    Furnished as an exhibit to this Quarterly Report on Form 10-Q.

†    Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the SEC upon request.

32

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.

Ranger Energy Services, Inc.
/s/ Melissa Cougle	May 7, 2024
Melissa Cougle	Date
Chief Financial Officer
(Principal Financial Officer)

33

EX-10.1

Exhibit 10.1

RANGER ENERGY SERVICES, INC.

LONG TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD “RSA” AGREEMENT

Grant Date:	[●]	N	(the “Grant Date”)
Name of Grantee:	[●]		(the “Grantee” or “you”)
Number of Restricted Shares subject to Award:	[●]		(the “Restricted Shares”)

This Restricted Stock Agreement (“Agreement”) is made and entered into as of the Grant Date by and between Ranger Energy Services, Inc., a Delaware corporation (the “Company”), and you.

WHEREAS, the Company adopted the Ranger Energy Services, Inc., 2017 Long Term Incentive Plan (as amended from time to time, the “Plan”), under which the Company is authorized to grant equity-based awards to certain employees and service providers of the Company;

WHEREAS, the Company, in order to induce you to enter into and to continue and dedicate service to the Company and to materially contribute to the success of the Company, agrees to grant you this award of Restricted Stock;

WHEREAS, you acknowledge that a copy of the Plan has been furnished to you and shall be deemed a part of this Agreement as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and

WHEREAS, you desire to accept the award of Restricted Stock granted pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1.    The Grant.  Subject to the conditions set forth below, the Company hereby grants you, effective as of the Grant Date, as a matter of separate inducement and not in lieu of any salary or other compensation for your services for the Company, an award of Restricted Stock (the “Award”) consisting of the number of Restricted Shares set forth above in accordance with the terms and conditions set forth herein and in the Plan.

2.    Escrow of Restricted Shares.  The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in your name a certificate or certificates representing the Restricted Shares and retain such certificate(s) until the restrictions on such Restricted Shares expire as described in Section 5 or 6 of this Agreement or the Restricted Shares are forfeited as described in Section 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement.

3.    Ownership of Restricted Shares.  From and after the time the Restricted Shares are issued in your name, you shall have all rights of ownership in or with respect to the Restricted Shares, including without limitation, voting rights;

provided, however, that dividends and distributions (collectively, “Distributions”) made on a Restricted Share shall be subject to the same transfer restrictions and the risk of forfeiture applicable to the related Restricted Share and shall be held by the Company without interest until the related Restricted Share becomes vested or is forfeited.  If the Restricted Share to which such Distributions relate is forfeited to the Company, then such Distributions shall be forfeited to the Company at the same time such Restricted Share is so forfeited.  If the Restricted Share to which such Distributions relate becomes vested, then such Distributions shall be paid and distributed to you as soon as administratively feasible after such Restricted Share becomes vested (but in no event later than March 15 of the calendar year following the calendar year in which such vesting occurs).

4.    Restrictions; Forfeiture.  The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in Section 5 or 6 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

5.    Expiration of Restrictions and Risk of Forfeiture.  The restrictions on the Restricted Shares described in Section 4 of this Agreement will expire and the Restricted Shares will become transferable and nonforfeitable, provided that, subject to Section 6, you remain in the employ of, or a service provider to, the Company or its Affiliates until the applicable dates set forth in the following schedule:

Number of Restricted Shares that Vest	Vesting Date
[●]	[●]
[●]	[●]
[●]	[●]

6.    Termination of Employment or Services.

(a) Termination for Cause or Resignation without Good Reason.  If your employment or service relationship with the Company or its Affiliates is terminated by the Company for Cause (as defined below) or by you without Good Reason (as defined below), then those Restricted Shares for which the restrictions have not lapsed as of the date of termination shall become null and void and those Restricted Shares shall be forfeited to the Company. The Restricted Shares for which the restrictions have lapsed as of the date of such termination shall not be forfeited to the Company.

(b) Termination due to Death or Disability.  Notwithstanding the vesting schedule set forth in Section 5 above, if your employment or service relationship with the Company or its Affiliates is terminated due to (i) your death or (ii) your becoming incapacitated or disabled by accident, sickness or other circumstance which creates an impairment (despite reasonable accommodation) that renders you mentally or physically incapable of performing your essential job functions for a period of at least ninety (90) consecutive days or for ninety (90) non-consecutive business days during any 12-month period, 100% of the Restricted Shares for which the restrictions have not yet lapsed as of the date of your termination under this Section 6(b) shall become immediately vested.

(c) Termination without Cause or Resignation with Good Reason.  If your employment or service relationship with the Company or its Affiliates is terminated by the Company other than for Cause (as defined below) or by you with Good Reason (as defined below), the Restricted Shares shall immediately become vested as of the date of such termination

as to a portion of the Restricted Shares that would have otherwise vested on or before the first anniversary of the date of such termination if employee had remained continuously in the employ of, or a service provider to, the Company or its Affiliates.

(d) Effect of Other Agreements.  Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 6 and any employment, severance or change in control agreement between you and the Company or a similar plan or arrangement sponsored or maintained by the Company in which you participate, the terms of such employment, severance or change in control agreement or similar plan or arrangement shall control.

For purposes of this Section 6, a termination for “Cause” shall mean upon a determination by the Company in its good faith discretion (but for purpose of clauses (i) and (ii), only after the Company has provided you written notice of the facts and circumstances and after you have had an opportunity to be heard and you have failed to cure the same within five (5) business days of notice if cure is reasonably possible), that you have engaged in:

(i) a material breach of your obligations under (1) this Agreement or (2) any employment or consulting agreement entered into between you and the Company or any of its Affiliates, in each case after written notice and opportunity to cure as set forth above;

(ii) continued failure to perform the duties and services required of you in connection with your employment or service relationship, after written notice and opportunity to cure as set forth above;

(iii) an act or acts of fraud, dishonesty or disloyalty with respect to the Company’s business, operations or customers, including, but not limited to, falsification of records of the Company or misappropriation of funds of the Company;

(iv) insubordination or failure to follow the lawful instructions of management;

(v) any willful or reckless misconduct or gross negligence by you in the performance of your duties;

(vi) any breach of fiduciary duty or duty of loyalty to the Company or its Affiliates;

(vii) acceptance of employment with or work for another employer or business other than the Company or its Affiliates or the performance of work or services for any such other employer or business (except as expressly permitted by the Company);

(viii) any act attempting to secure or securing any personal profit or benefit not fully disclosed to and approved by the board of directors of the Company (the “Board”) in connection with any transaction entered into on behalf of the Company or its Affiliates;

(ix) habitual drug or alcohol abuse;

(x) a conviction (by plea of nolo contendere, guilty or otherwise) of any (1) felony, (2) of a crime of theft, fraud, or dishonesty, or (3) crime involving moral turpitude;

(xi) conduct on your part, even if not in connection with the performance of your duties to the Company or its Affiliates, that could result in serious prejudice to the interests of the Company or its Affiliates, as determined by the Company in its sole discretion, and you fail to cease such conduct within twenty-four (24) hours upon receipt of notice from management to cease such conduct.

(xii) For purposes of this definition, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company or its Affiliates.

For purposes of this Section 6, “Good Reason” shall exist if any of the following actions are taken without your consent:  (A) any material diminution in your base salary, duties, responsibilities, or authorities; (B) any material relocation of your primary work location more than 50 miles away from your primary work location as of the Grant Date; or (C) any other action or inaction by the Company that constitutes a material breach by the Company of its obligations under this Agreement or any employment or consulting agreement entered into between you and the Company or any of its Affiliates.  To exercise your right to terminate for Good Reason, you must provide written notice to the Company of your belief that Good Reason exists within ninety (90) days of the initial existence of the condition(s) giving rise to Good Reason, and that notice shall describe the condition(s) believed to constitute Good Reason.  The Company shall have thirty (30) days to remedy the Good Reason condition(s).  If not remedied within that thirty (30)-day period, you may terminate this Agreement; provided, however, that such termination must occur no later than sixty (60) days after the date of the initial existence of the condition(s) giving rise to the Good Reason; otherwise, you are deemed to have accepted the condition(s), or the Company’s correction of such condition(s), that may have given rise to the existence of Good Reason.

7.    Leave of Absence.  With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Restricted Shares during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

8.    Delivery of Stock.  Promptly following the expiration of the restrictions on the Restricted Shares pursuant to Section 5 or 6 of this Agreement, the Company shall cause to be issued and delivered to you or your designee evidence of the number of Restricted Shares as to which restrictions have lapsed (i.e., shares of Stock), free of any restrictive legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be due pursuant to Section 9. The value of such Stock shall not bear any interest owing to the passage of time.

9.    Payment of Taxes.  In connection with any disposition of Shares or Distributions acquired pursuant to settlement of the Award, you (or any person permitted to receive settlement of the Award in the event of your death) shall be responsible for satisfying withholding taxes and other tax obligations relating to the Award. Such tax obligations shall be satisfied through net withholding (which is a reduction of the amount of Shares otherwise issuable or deliverable pursuant to the Award) and the maximum number of Shares that may be so withheld shall be the number of Shares that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the Award, as determined by the Committee. You acknowledge that there may be adverse tax consequences upon the transfer, vesting or settlement of the Award or disposition of the underlying Shares or Distributions and that you have been advised, and hereby are advised, to consult a tax advisor prior to such transfer, vesting or settlement. You represent that you are in no manner relying on the Board, the

Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

10.    Compliance with Securities Law.  Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock (including Restricted Shares) will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

11.    Legends.  The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to Sections 4 or 10 of this Agreement on all certificates representing shares issued with respect to this Award.

12.    Right of the Company and Affiliates to Terminate Employment or Services.  Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any of its Affiliates, or interfere in any way with the rights of the Company or any of its Affiliates to terminate your employment or service relationship at any time.

13.    Furnish Information.  You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

14.    Remedies.  The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

15.    No Liability for Good Faith Determinations.  The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Shares granted hereunder.

16.    Execution of Receipts and Releases.  Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall,

to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

17.    No Guarantee of Interests.  The Board and the Company do not guarantee the Stock of the Company from loss or depreciation.

18.    Notice.  All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

19.    Waiver of Notice.  Any person entitled to notice hereunder may waive such notice in writing.

20.    Information Confidential.  As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

21.    Successors.  This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

22.    Severability.  If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

23.    Company Action.  Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

24.    Headings.  The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

25.    Governing Law.  All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

26.    Amendment.  This Agreement may be amended by the Board or by the Committee at any time; provided that any amendment that would materially and adversely affect your rights hereunder shall not be effective without your consent.

27.    Clawback.  To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Board (or a committee thereof), all shares of Stock granted under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback policies or procedures may provide for forfeiture and/or recoupment of such shares of Stock. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without your consent, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect.

28.    The Plan.  This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

29.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Agreement by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

30.    Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which you have access. You hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

31.    Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Award granted hereby; provided however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and you in effect as of the date a determination is to be made under this Agreement.  Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.  The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces your rights shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and the Grantee has set his hand as to the date and year first above written.

RANGER ENERGY SERVICES, INC.

/s/ Stuart Bodden
Name: Stuart Bodden	Date of Signature
Title: President and Chief Executive Officer
Name: [●]	Date of Signature

EX-10.2

Exhibit 10.2

RANGER ENERGY SERVICES, INC.

PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT

THIS PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT (this “Agreement”) is made and entered into by and between Ranger Energy Services, Inc., a Delaware corporation (the “Company”), and [●], an individual and employee of the Company (“Grantee”), as of the [xx]th day of [●], 2024 (the “Grant Date”), subject to the terms and conditions of the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan, as it may be amended from time to time thereafter (the “Plan”). The Plan is hereby incorporated herein in its entirety by this reference. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.

WHEREAS, Grantee is [●]of the Company, and in connection therewith, the Company desires to grant a Performance-Based Stock-Based Award to Grantee, subject to the terms and conditions of this Agreement and the Plan, with a view to increasing Grantee’s interest in the Company’s success and growth; and

WHEREAS, Grantee desires to be the holder of a Performance-Based Stock-Based Award subject to the terms and conditions of this Agreement and the Plan;

NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Grant of Performance Stock Units. Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to Grantee [●] Performance Stock Units as described herein (the “Performance Stock Units”), which constitute a Performance-Based Stock-Based Award that is referred to as a Performance-Based Award under the Plan. Each Performance Stock Unit shall initially represent the equivalent of one Share as of the Grant Date, with the actual number of Shares to be paid out to be determined under the terms and conditions of this Agreement. With respect to the Performance Stock Units granted under this Agreement, the Committee reserves the right and authority, as exercised in its discretion, to modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award, early termination of a performance period, or modification of any other condition or limitation regarding an award, at any time before or after the Incentive Award becomes fully vested but prior to actual payment, but at all times subject to Section 6 for Detrimental Conduct. As a holder of Performance Stock Units, the Grantee has the rights of a general unsecured creditor of the Company unless and until the Performance Stock Units are converted to Shares upon vesting and transferred to Grantee, as set forth herein.

2.Transfer Restrictions. Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Performance Stock Units granted hereunder. Any purported Transfer of Performance Stock Units in breach of this Agreement shall be void and ineffective and shall not operate to Transfer any interest or title to the purported transferee.

3.Vesting of Performance Stock Units.

(a)Performance Period. For purposes of this Agreement, the performance period is the three-year period that begins on January 1, 2024, and ends on December 31, 2026 (the “Performance Period”). Subject to the terms and conditions of this Agreement, the Performance Stock Units shall vest and become payable to Grantee at the end of the Performance Period, provided that (i) Grantee is still an Employee at that time and has continuously been an Employee since the Grant Date (the “Service Requirement”) and (ii) the Board, or a duly authorized committee thereof, has certified in writing that the performance criterion established for the Performance Period as described below (the “Performance Criterion”) has been achieved. All Performance Stock Units that do not become vested during or at the end of the Performance Period shall be forfeited. The Board, in its discretion, may adjust the Performance Criterion to recognize special or non-recurring situations or circumstances with respect to the Company or any other company in the Peer Group for any year during the Performance Period arising from the acquisition or disposition of assets, costs associated with exit or disposal activities or material impairments. There are two Performance Criterion that have been established for the Performance Stock Units awarded under this Agreement, as described in subsections (b) and (c) below.

(b)RTSR. The first Performance Criterion is the Company’s Relative Total Shareholder Return (“RTSR”) as defined in Exhibit A to this Agreement (the “RTSR Criterion”). The Company’s RTSR is compared to the RTSR of each of the peer group companies, as listed on Exhibit A to this Agreement (each a “Peer Company” and as a group, the “Peer Group”), as of the end of each calendar year within the Performance Period to determine where the Company ranks when compared to the Peer Group. The RTSR Criterion is one hundred percent (100%) of the total weighting for fifty percent (50%) of the Performance Stock Units awarded under this Agreement.

(c)Absolute RNGR Stock Price. The second Performance Criterion is the Absolute Total Shareholder Return (the “Absolute TSR”) as defined in Exhibit A to this Agreement (the “Absolute TSR Criterion”). The Company’s Absolute TSR will be measured using the volume-weighted average price (the “VWAP”) of the Company’s shares for the first 30 consecutive trading days immediately preceding the beginning of the Performance Period, and such initial VWAP calculation will be compared with the VWAP of the Company’s shares for the last 30 consecutive trading days immediately preceding the end of the Performance Period to determine the payout. The Absolute TSR Criterion is one hundred percent (100%) of the total weighting for fifty percent (50%) of the Performance Stock Units awarded under this Agreement.

(d)Changes in Peer Group. When calculating RTSR for the Performance Period for the Company and the Peer Group, (i) the performance of a company in the Peer Group will not be used in calculating the RTSR of that member of the Peer Group if the company is not publicly traded (i.e., has no ticker symbol) at the end of the Performance Period; (ii) the performance of any company in the Peer Group that becomes bankrupt during the Performance Period will be included in the calculation of Peer Group performance even if it has no ticker symbol at the end of the measurement period; and (iii) the performance of the surviving entities will be used in the event there is a combination of any of the Peer Group companies during the measurement period. The Board may disregard any of these guidelines when evaluating changes in the membership of the Peer Group during the Performance Period in any particular situation, as it deems reasonable in the exercise of its discretion.

(e) Ranking of Company as Compared to the Peer Group for Purposes of the RTSR Criterion. The Board will rank the Company’s performance against the RTSR Criterion within the Peer Group (set forth on Exhibit A) as of December 31, 2026, and apply the award multiplier from the following table:

Relative TSR Performance
Relative TSR Performance Rank	Percentile Ranking	Award Payout	Payout vs. Target
1	100%	Maximum	200%
2	90%		180%
3	80%		160%
4	70%	Stretch	140%
5	60%		120%
6	50%	Target	100%
7	40%		75%
8	30%	Threshold	50%
9	20%		0%
10	10%		0%
11	0%		0%

Should the Company’s VWAP for the last 30 consecutive trading days immediately preceding the end of the Performance Period be at least 15% lower than the Company’s VWAP for the first 30 consecutive trading days immediately preceding the beginning of the Performance Period, then the maximum payout available is the Target Level of 100%, regardless of the Company’s relative rank.

(f) Determination of Payout for Purposes of the Absolute TSR Criterion. The Board will rank the Company’s performance against the Absolute TSR Criterion as of December 31, 2026, and apply the award multiplier from the following table:

Absolute TSR
Stock Price Growth	Award Payout	Payout vs. Target
75%	Maximum	200%
69%		175%
63%		150%
56%		125%
50%	Target	100%
37%		75%
23%		50%
10%	Threshold	25%

4.Termination of Employment. If Grantee’s Employment is voluntarily or involuntarily terminated during the Performance Period, then Grantee shall immediately forfeit the outstanding Performance Stock Units, except as provided below in this Section 4. Upon the forfeiture of any Performance Stock Units hereunder, the Grantee shall cease to have any rights in connection with such Performance Stock Units as of the date of forfeiture.

(a)Termination of Employment. Except as provided in Section 4(c), if the Grantee’s Employment is terminated for any reason, other than due to death or Disability during the Performance Period, any non-vested Performance Stock

Units at the time of such termination shall automatically expire and terminate and no further vesting shall occur after the termination of Employment date. In such event, the Grantee will receive no payment for unvested Performance Stock Units.

(b)Disability or Death. Upon termination of Grantee’s Employment as the result of Grantee’s Disability (as defined below) or death during the Performance Period, then all of the outstanding Performance Stock Units shall become 100% vested on such date at the 1.0 multiplier award level. For purposes of this Agreement, “Disability” means (i) a disability that entitles the Grantee to benefits under the Company’s long-term disability plan, as may be in effect from time to time, as determined by the plan administrator of the long-term disability plan or (ii) a disability whereby the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(c)Change in Control. If there is a Change in Control of the Company (as defined in the Plan) during the Performance Period, then in the event of the Grantee’s Involuntary Termination Without Cause (as defined below) within two (2) years following the effective date of the Change in Control and during the same Performance Period, all the outstanding Performance Stock Units shall automatically become 100% vested on the Grantee’s termination of Employment date at the 1.0 multiplier award level.

(d)For purposes of this Agreement, “Involuntary Termination Without Cause” means the Employment of Grantee is involuntarily terminated by the Company (or by any successor to the Company) for any reason, including, without limitation, as the result of a Change in Control, except due to death, Disability or Cause; provided, that in the event of a dispute regarding whether Employment was terminated voluntarily or involuntarily, or with or without Cause, such dispute will be resolved by the Board, in good faith, in the exercise of its discretion.

5.Payment for Performance Stock Units. Payment for the vested Performance Stock Units subject to this Agreement shall be made to the Grantee as soon as practicable following the time such Performance Stock Units become vested in accordance with Section 3 or Section 4 prior to their expiration, but not earlier than thirty (30) days, and not later than ninety (90) days following the date of such vesting event. The number of Performance Stock Units that vest and are payable hereunder shall be determined by the Board, in its discretion, in accordance with the Payout Schedule in Section 3.

The number of Shares payable to the Grantee pursuant to this Agreement shall be an amount equal to the number of vested Performance Stock Units multiplied by the award multiplier for the level of achievement of the Performance Criterion determined in Section 3(d). The maximum payout for each Performance Stock Unit is two (2.0) Shares because the maximum award multiplier on the Payout Schedule is 2.0.

Any amount paid in respect of the vested Performance Stock Units shall be payable in Class A Common Stock Shares. Prior to any payments under this Agreement, the Board shall certify in writing, by resolution or otherwise, the amount to be paid in respect of the Performance Stock Units as a result of the achievement of the Performance Criterion.

Any Shares delivered to or on behalf of Grantee in respect of vested Performance Stock Units shall be subject to any further transfer or other restrictions as may be required by securities law or other applicable law, as determined by the Company.

6.Detrimental Conduct. In the event that the Board should determine, in its sole and absolute discretion, that, during Employment or within two (2) years following Employment termination for any reason, the Grantee engaged in Detrimental Conduct (as defined below), the Board may, in its sole and absolute discretion, if Shares have previously been transferred to the Grantee pursuant to Section 5 upon vesting of his Performance Stock Units, direct the Company to send a notice of recapture (a “Recapture Notice”) to such Grantee. Within ten (10) days after receiving a Recapture Notice from the Company, the Grantee will deliver to the Company either (i) the actual number of Shares that were transferred to the Grantee upon vesting of Performance Stock Units or (ii) a cash equivalent payment in an amount equal to the Fair Market Value of such Shares at the time when transferred to the Grantee, unless the Recapture Notice demands repayment of a lesser sum. All repayments hereunder shall be net of the taxes that were withheld by the Company when the Shares were originally transferred to Grantee following vesting of the Performance Stock Units pursuant to Section 5. For purposes of this Agreement, a Grantee has committed “Detrimental Conduct” if the Grantee (a) violated a confidentiality, non-solicitation, non-competition or similar restrictive covenant between the Company or one of its Affiliates and such Grantee, including violation of a Company policy relating to such matters, or (b) engaged in willful fraud that causes harm to the Company or one of its Affiliates or that is intended to manipulate the performance results of any Incentive Award, including, without limitation, any material breach of fiduciary duty, embezzlement or similar conduct that results in a restatement of the Company’s financial statements.

7.Grantee’s Representations. Notwithstanding any provision hereof to the contrary, the Grantee hereby agrees and represents that Grantee will not acquire any Shares, and that the Company will not be obligated to issue any Shares to the Grantee hereunder, if the issuance of such Shares constitutes a violation by the Grantee or the Company of any law or regulation of any governmental authority. Any determination in this regard that is made by the Board, in good faith, shall be final and binding. The rights and obligations of the Company and the Grantee are subject to all applicable laws and regulations.

8.Tax Withholding. To the extent that the receipt of the payment of Shares hereunder results in compensation income to Grantee for federal, state or local income tax purposes, Grantee shall deliver to Company at such time the sum that the Company requires to meet its tax withholding obligations under applicable law or regulation, and, if Grantee fails to do so, Company is authorized to (a) withhold from any cash or other remuneration (including any Shares), then or thereafter payable to Grantee, any tax required to be withheld; or (b) sell such number of Shares as is appropriate to satisfy such tax withholding requirements before transferring the resulting net number of Shares to Grantee in satisfaction of its obligations under this Agreement.

9.Independent Legal and Tax Advice. The Grantee acknowledges that (a) the Company is not providing any legal or tax advice to Grantee, and (b) the Company has advised the Grantee to obtain independent legal and tax advice regarding this Agreement and any payment hereunder.

10.No Rights in Shares. The Grantee shall have no rights as a stockholder in respect of any Shares, unless and until the Grantee becomes the record holder of such Shares on the Company’s records.

11.Conflicts with Plan, Correction of Errors, and Grantee’s Consent. In the event that any provision of this Agreement conflicts in any way with a provision of the Plan, such provisions shall be reconciled, or such discrepancy shall be resolved, by the Board in the exercise of its discretion. In the event that, due to administrative error, this Agreement does not accurately reflect the Performance Stock Units properly granted to the Grantee, the Board reserves the right to cancel any erroneous document and, if appropriate, to replace the cancelled document with a corrected document. All determinations and computations under this Agreement shall be made by the Board (or its authorized delegate or a duly authorize committee of the Board) in its discretion as exercised in good faith.

This Agreement and any award of Performance Stock Units or payment hereunder are intended to comply with or be exempt from Section 409A of the Internal Revenue Code and shall be interpreted accordingly. Accordingly, Grantee consents to such amendment of this Agreement as the Board may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available, to Grantee a copy of any such amendment.

12.Miscellaneous.

(a)No Fractional Shares. All provisions of this Agreement concern whole Shares. If the application of any provision hereunder would yield a fractional Share, such fractional Share shall be rounded down to the next whole Share if it is less than 0.5 and rounded up to the next whole Share if it is 0.5 or more.

(b)Transferability of Performance Stock Units. The Performance Stock Units are transferable only to the extent permitted under the Plan at the time of transfer (i) by will or by the laws of descent and distribution, or (ii) by a domestic relations order in such form as is acceptable to the Company. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of the Grantee or any permitted transferee thereof.

(c)Not an Employment Agreement. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create any Employment relationship between Grantee and the Company for any time period. The Employment of Grantee with the Company shall be subject to termination to the same extent as if this Agreement did not exist.

(d)Notices. Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal in-hand delivery, by telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at its then current main corporate address, and to Grantee at the address indicated on the Company’s records, or at such other address and number as a party has last previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered and receipted for (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by courier or delivery service, or sent by certified or registered mail, return receipt requested.

(e)Amendment, Termination and Waiver. This Agreement may be amended, modified, terminated or superseded only by written instrument executed by or on behalf of the Grantee and the Company (by action of the Board, its delegate or a duly authorized committee of the Board). Any waiver of the terms or conditions hereof shall be made only by a written

instrument executed and delivered by the party waiving compliance. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than Grantee. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition herein, or the breach thereof, in one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such condition or breach or a waiver of any other condition or the breach of any other term or condition.

(f)No Guarantee of Tax or Other Consequences. The Company makes no commitment or guarantee that any tax treatment will apply or be available to the Grantee or any other person. The Grantee has been advised, and provided with ample opportunity, to obtain independent legal and tax advice regarding this Agreement.

(g)Governing Law and Severability. This Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law provisions, except as preempted by controlling federal law. The invalidity of any provision of this Agreement shall not affect any other provision hereof or of the Plan, which shall remain in full force and effect.

(h)Successors and Assigns. This Agreement shall bind, be enforceable by, and inure to the benefit of, the Company and Grantee and any permitted successors and assigns under the Plan.

[Signature page follows.]

IN WITNESS WHEREOF, this Agreement is hereby approved and executed as of the date first written above.

RANGER ENERGY SERVICES, INC.

	/s/ Stuart Bodden	April 8, 2022
Name:	Stuart Bodden	Date of Signature
Title:	President and Chief Executive Officer
		April 8, 2022
Name:	[●]	Date of Signature
Title:	[●]

EXHIBIT A

Performance Criterion and Peer Companies

1.RTSR. RTSR is the Performance Criterion applicable to 50% of the Performance Stock Units and is determined by dividing (1) the sum of (a) the cumulative amount of the dividends of the Company or the Peer Company, as applicable, for the applicable period assuming same-day reinvestment into the corporation’s common stock on the ex-dividend date and (b) the VWAP of such corporation’s shares for the last 30 consecutive trading days immediately preceding the end of the applicable period minus the VWAP of such corporation’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period, by (2) the VWAP of such corporation’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period. The RTSR for each Peer Company in the Peer Group will be calculated over the applicable period, and then compared with the identical calculation for the Company. The Company’s RTSR is a Performance Criterion that is compared to each Peer Company’s RTSR for the applicable period.

2.Absolute TSR. Absolute TSR is the Performance Criterion applicable to the balance of the Performance Stock Units and is determined by subtracting the VWAP of the Company’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period from the VWAP of the Company’s shares for the last 30 consecutive trading days immediately preceding the end of the applicable period. This difference will then be divided by the VWAP of the Company’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period and multiplied by 100 to determine the Absolute TSR as a percent of growth in the stock price over the applicable period. The Company’s Absolute TSR is a Performance Criterion that will not be compared to similar Peer Company performance over the applicable period.

3.Peer Companies and Peer Group. The following Peer Companies comprise the Peer Group to which the Company’s RTSR performance will be compared for the Performance Period:

1.	DRQ	Dril-Quip, Inc.
2.	PUMP	ProPetro Holding Corp
3.	KLXE	KLX Energy Services Holdings, Inc.
4.	TUSK	Mammoth Energy Services, Inc.
5.	NINE	Nine Energy Services Holdings, Inc
6.	NR	Newpark Resources, Inc.
7.	RES	RPC, Inc.
8.	WTTR	Select Energy Services, Inc.
9.	SOI	Solaris Oilfield Infrastructure, Inc.
10.	OIS	Oil States International, Inc

EX-10.3

Exhibit 10.3

RANGER ENERGY SERVICES, INC.

PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT

THIS PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT (this “Agreement”) is made and entered into by and between Ranger Energy Services, Inc., a Delaware corporation (the “Company”), and [●], an individual and employee of the Company (“Grantee”), as of the [xx]th day of [●], 2024 (the “Grant Date”), subject to the terms and conditions of the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan, as it may be amended from time to time thereafter (the “Plan”). The Plan is hereby incorporated herein in its entirety by this reference. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.

WHEREAS, Grantee is [●]of the Company, and in connection therewith, the Company desires to grant a Performance-Based Stock-Based Award to Grantee, subject to the terms and conditions of this Agreement and the Plan, with a view to increasing Grantee’s interest in the Company’s success and growth; and

WHEREAS, Grantee desires to be the holder of a Performance-Based Stock-Based Award subject to the terms and conditions of this Agreement and the Plan;

NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Grant of Performance Stock Units. Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to Grantee [●] Performance Stock Units as described herein (the “Performance Stock Units”), which constitute a Performance-Based Stock-Based Award that is referred to as a Performance-Based Award under the Plan. Each Performance Stock Unit shall initially represent the equivalent of one Share as of the Grant Date, with the actual number of Shares to be paid out to be determined under the terms and conditions of this Agreement. With respect to the Performance Stock Units granted under this Agreement, the Committee reserves the right and authority, as exercised in its discretion, to modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award, early termination of a performance period, or modification of any other condition or limitation regarding an award, at any time before or after the Incentive Award becomes fully vested but prior to actual payment, but at all times subject to Section 6 for Detrimental Conduct. As a holder of Performance Stock Units, the Grantee has the rights of a general unsecured creditor of the Company unless and until the Performance Stock Units are converted to Shares upon vesting and transferred to Grantee, as set forth herein.

2.Transfer Restrictions. Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Performance Stock Units granted hereunder. Any purported Transfer of Performance Stock Units in breach of this Agreement shall be void and ineffective, and shall not operate to Transfer any interest or title to the purported transferee.

3.Vesting of Performance Stock Units.

(a)Performance Period. For purposes of this Agreement, the performance period is the three-year period that begins on January 1, 2024, and ends on December 31, 2026 (the “Performance Period”). Subject to the terms and conditions of this Agreement, the Performance Stock Units shall vest and become payable to Grantee at the end of the Performance Period, provided that (i) Grantee is still an Employee at that time and has continuously been an Employee since the Grant Date (the “Service Requirement”) and (ii) the Board, or a duly authorized committee thereof, has certified in writing that the performance criterion established for the Performance Period as described below (the “Performance Criterion”) has been achieved. All Performance Stock Units that do not become vested during or at the end of the Performance Period shall be forfeited. The Board, in its discretion, may adjust the Performance Criterion to recognize special or non-recurring situations or circumstances with respect to the Company or any other company in the Peer Group for any year during the Performance Period arising from the acquisition or disposition of assets, costs associated with exit or disposal activities or material impairments. There are two Performance Criterion that have been established for the Performance Stock Units awarded under this Agreement, as described in subsections (b) and (c) below.

(b)RTSR. The first Performance Criterion is the Company’s Relative Total Shareholder Return (“RTSR”) as defined in Exhibit A to this Agreement (the “RTSR Criterion”). The Company’s RTSR is compared to the RTSR of each of the peer group companies, as listed on Exhibit A to this Agreement (each a “Peer Company” and as a group, the “Peer Group”), as of the end of each calendar year within the Performance Period to determine where the Company ranks when compared to the Peer Group. The RTSR Criterion is one-hundred percent (100%) of the total weighting for fifty percent (50%) of the Performance Stock Units awarded under this Agreement.

(c)Absolute RNGR Stock Price. The second Performance Criterion is the Absolute Total Shareholder Return (the “Absolute TSR”) as defined in Exhibit A to this Agreement (the “Absolute TSR Criterion”). The Company’s Absolute TSR will be measured using the volume weighted average price (the “VWAP”) of the Company’s shares for the 30 consecutive trading days immediately preceding the beginning of the Performance Period, and such initial VWAP calculation will be compared with the VWAP of the Company’s shares for the last 30 consecutive trading days immediately preceding the end of the Performance Period to determine the payout. The Absolute TSR Criterion is one-hundred percent (100%) of the total weighting for fifty percent (50%) of the Performance Stock Units awarded under this Agreement.

(d)Changes in Peer Group. When calculating RTSR for the Performance Period for the Company and the Peer Group, (i) the performance of a company in the Peer Group will not be used in calculating the RTSR of that member of the Peer Group if the company is not publicly traded (i.e., has no ticker symbol) at the end of the Performance Period; (ii) the performance of any company in the Peer Group that becomes bankrupt during the Performance Period will be included in the calculation of Peer Group performance even if it has no ticker symbol at the end of the measurement period; and (iii) the performance of the surviving entities will be used in the event there is a combination of any of the Peer Group companies during the measurement period. The Board may disregard any of these guidelines when evaluating changes in the membership of the Peer Group during the Performance Period in any particular situation, as it deems reasonable in the exercise of its discretion.

(e) Ranking of Company as Compared to the Peer Group for Purposes of the RTSR Criterion. The Board will rank the Company’s performance against the RTSR Criterion within the Peer Group (set forth on Exhibit A) as of December 31, 2026, and apply the award multiplier from the following table:

Relative TSR Performance
Relative TSR Performance Rank	Percentile Ranking	Award Payout	Payout vs. Target*
1	100%	Maximum	200%
2	90%		180%
3	80%		160%
4	70%	Stretch	140%
5	60%		120%
6	50%	Target	100%
7	40%		75%
8	30%	Threshold	50%
9	20%		0%
10	10%		0%
11	0%		0%

*Notwithstanding anything to the contrary contained herein, to the extent that the VWAP of the Company’s shares for the last 30 consecutive trading days immediately preceding the end of the Performance Period is less than $14.50, then the payout on the Performance Stock Units subject to the RTSR Criterion shall be 0%, regardless of the Company’s relative rank with respect to such RTSR Criterion.

(f) Determination of Payout for Purposes of the Absolute TSR Criterion. The Board will rank the Company’s performance against the Absolute TSR Criterion as of December 31, 2026, and apply the award multiplier from the following table:

Absolute TSR
Stock Price Growth	Award Payout	Payout vs. Target*
75%	Maximum	200%
69%		175%
63%		150%
56%		125%
50%	Target	100%
37%		75%
23%		50%
10%	Threshold	25%

*Notwithstanding anything to the contrary contained herein, to the extent that the VWAP of the Company’s shares for the last 30 consecutive trading days immediately preceding the end of the Performance Period is less than $14.50, then the payout on the Performance Stock Units subject to the Absolute TSR Criterion shall be 0%, regardless of the level of the Company’s “Stock Price Growth” with respect to such Absolute TSR Criterion.

4.Termination of Employment. If Grantee’s Employment is voluntarily or involuntarily terminated during the Performance Period, then Grantee shall immediately forfeit the outstanding Performance Stock Units, except as provided below

in this Section 4. Upon the forfeiture of any Performance Stock Units hereunder, the Grantee shall cease to have any rights in connection with such Performance Stock Units as of the date of forfeiture.

(a)Termination of Employment. Except as provided in Section 4(c), if the Grantee’s Employment is terminated for any reason, other than due to death or Disability during the Performance Period, any non-vested Performance Stock Units at the time of such termination shall automatically expire and terminate and no further vesting shall occur after the termination of Employment date. In such event, the Grantee will receive no payment for unvested Performance Stock Units.

(b)Disability or Death. Upon termination of Grantee’s Employment as the result of Grantee’s Disability (as defined below) or death during the Performance Period, then all of the outstanding Performance Stock Units shall become 100% vested on such date at the 1.0 multiplier award level. For purposes of this Agreement, “Disability” means (i) a disability that entitles the Grantee to benefits under the Company’s long-term disability plan, as may be in effect from time to time, as determined by the plan administrator of the long-term disability plan or (ii) a disability whereby the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(c)Change in Control. If there is a Change in Control of the Company (as defined in the Plan) during the Performance Period, then in the event of the Grantee’s Involuntary Termination Without Cause (as defined below) within two (2) years following the effective date of the Change in Control and during the same Performance Period, all the outstanding Performance Stock Units shall automatically become 100% vested on the Grantee’s termination of Employment date at the 1.0 multiplier award level.

(d)For purposes of this Agreement, “Involuntary Termination Without Cause” means the Employment of Grantee is involuntarily terminated by the Company (or by any successor to the Company) for any reason, including, without limitation, as the result of a Change in Control, except due to death, Disability or Cause; provided, that in the event of a dispute regarding whether Employment was terminated voluntarily or involuntarily, or with or without Cause, such dispute will be resolved by the Board, in good faith, in the exercise of its discretion.

5.Payment for Performance Stock Units. Payment for the vested Performance Stock Units subject to this Agreement shall be made to the Grantee as soon as practicable following the time such Performance Stock Units become vested in accordance with Section 3 or Section 4 prior to their expiration, but not earlier than thirty (30) days, and not later than ninety (90) days following the date of such vesting event. The number of Performance Stock Units that vest and are payable hereunder shall be determined by the Board, in its discretion, in accordance with the Payout Schedule in Section 3.

The number of Shares payable to the Grantee pursuant to this Agreement shall be an amount equal to the number of vested Performance Stock Units multiplied by the award multiplier for the level of achievement of the Performance Criterion determined in Section 3(d). The maximum payout for each Performance Stock Unit is two (2.0) Shares because the maximum award multiplier on the Payout Schedule is 2.0.

Any amount paid in respect of the vested Performance Stock Units shall be payable in Class A Common Stock Shares. Prior to any payments under this Agreement, the Board shall certify in writing, by resolution or otherwise, the amount to be paid in respect of the Performance Stock Units as a result of the achievement of the Performance Criterion.

Any Shares delivered to or on behalf of Grantee in respect of vested Performance Stock Units shall be subject to any further transfer or other restrictions as may be required by securities law or other applicable law, as determined by the Company.

6.Detrimental Conduct. In the event that the Board should determine, in its sole and absolute discretion, that, during Employment or within two (2) years following Employment termination for any reason, the Grantee engaged in Detrimental Conduct (as defined below), the Board may, in its sole and absolute discretion, if Shares have previously been transferred to the Grantee pursuant to Section 5 upon vesting of his Performance Stock Units, direct the Company to send a notice of recapture (a “Recapture Notice”) to such Grantee. Within ten (10) days after receiving a Recapture Notice from the Company, the Grantee will deliver to the Company either (i) the actual number of Shares that were transferred to the Grantee upon vesting of Performance Stock Units or (ii) a cash equivalent payment in an amount equal to the Fair Market Value of such Shares at the time when transferred to the Grantee, unless the Recapture Notice demands repayment of a lesser sum. All repayments hereunder shall be net of the taxes that were withheld by the Company when the Shares were originally transferred to Grantee following vesting of the Performance Stock Units pursuant to Section 5. For purposes of this Agreement, a Grantee has committed “Detrimental Conduct” if the Grantee (a) violated a confidentiality, non-solicitation, non-competition or similar restrictive covenant between the Company or one of its Affiliates and such Grantee, including violation of a Company policy relating to such matters, or (b) engaged in willful fraud that causes harm to the Company or one of its Affiliates or that is intended to manipulate the performance results of any Incentive Award, including, without limitation, any material breach of fiduciary duty, embezzlement or similar conduct that results in a restatement of the Company’s financial statements.

7.Grantee’s Representations. Notwithstanding any provision hereof to the contrary, the Grantee hereby agrees and represents that Grantee will not acquire any Shares, and that the Company will not be obligated to issue any Shares to the Grantee hereunder, if the issuance of such Shares constitutes a violation by the Grantee or the Company of any law or regulation of any governmental authority. Any determination in this regard that is made by the Board, in good faith, shall be final and binding. The rights and obligations of the Company and the Grantee are subject to all applicable laws and regulations.

8.Tax Withholding. To the extent that the receipt of the payment of Shares hereunder results in compensation income to Grantee for federal, state or local income tax purposes, Grantee shall deliver to Company at such time the sum that the Company requires to meet its tax withholding obligations under applicable law or regulation, and, if Grantee fails to do so, Company is authorized to (a) withhold from any cash or other remuneration (including any Shares), then or thereafter payable to Grantee, any tax required to be withheld; or (b) sell such number of Shares as is appropriate to satisfy such tax withholding requirements before transferring the resulting net number of Shares to Grantee in satisfaction of its obligations under this Agreement.

9.Independent Legal and Tax Advice. The Grantee acknowledges that (a) the Company is not providing any legal or tax advice to Grantee, and (b) the Company has advised the Grantee to obtain independent legal and tax advice regarding this Agreement and any payment hereunder.

10.No Rights in Shares. The Grantee shall have no rights as a stockholder in respect of any Shares, unless and until the Grantee becomes the record holder of such Shares on the Company’s records.

11.Conflicts with Plan, Correction of Errors, and Grantee’s Consent. In the event that any provision of this Agreement conflicts in any way with a provision of the Plan, such provisions shall be reconciled, or such discrepancy shall be resolved, by the Board in the exercise of its discretion. In the event that, due to administrative error, this Agreement does not accurately reflect the Performance Stock Units properly granted to the Grantee, the Board reserves the right to cancel any erroneous document and, if appropriate, to replace the cancelled document with a corrected document. All determinations and computations under this Agreement shall be made by the Board (or its authorized delegate or a duly authorize committee of the Board) in its discretion as exercised in good faith.

This Agreement and any award of Performance Stock Units or payment hereunder are intended to comply with or be exempt from Section 409A of the Internal Revenue Code and shall be interpreted accordingly. Accordingly, Grantee consents to such amendment of this Agreement as the Board may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available, to Grantee a copy of any such amendment.

12.Miscellaneous.

(a)No Fractional Shares. All provisions of this Agreement concern whole Shares. If the application of any provision hereunder would yield a fractional Share, such fractional Share shall be rounded down to the next whole Share if it is less than 0.5 and rounded up to the next whole Share if it is 0.5 or more.

(b)Transferability of Performance Stock Units. The Performance Stock Units are transferable only to the extent permitted under the Plan at the time of transfer (i) by will or by the laws of descent and distribution, or (ii) by a domestic relations order in such form as is acceptable to the Company. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of the Grantee or any permitted transferee thereof.

(c)Not an Employment Agreement. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create any Employment relationship between Grantee and the Company for any time period. The Employment of Grantee with the Company shall be subject to termination to the same extent as if this Agreement did not exist.

(d)Notices. Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal in-hand delivery, by telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at its then current main corporate address, and to Grantee at the address indicated on the Company’s records, or at such other address and number as a party has last previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being

deemed receipt of communications sent by facsimile means); and when delivered and receipted for (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by courier or delivery service, or sent by certified or registered mail, return receipt requested.

(e)Amendment, Termination and Waiver. This Agreement may be amended, modified, terminated or superseded only by written instrument executed by or on behalf of the Grantee and the Company (by action of the Board, its delegate or a duly authorized committee of the Board). Any waiver of the terms or conditions hereof shall be made only by a written instrument executed and delivered by the party waiving compliance. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than Grantee. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition herein, or the breach thereof, in one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such condition or breach or a waiver of any other condition or the breach of any other term or condition.

(f)No Guarantee of Tax or Other Consequences. The Company makes no commitment or guarantee that any tax treatment will apply or be available to the Grantee or any other person. The Grantee has been advised, and provided with ample opportunity, to obtain independent legal and tax advice regarding this Agreement.

(g)Governing Law and Severability. This Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law provisions, except as preempted by controlling federal law. The invalidity of any provision of this Agreement shall not affect any other provision hereof or of the Plan, which shall remain in full force and effect.

(h)Successors and Assigns. This Agreement shall bind, be enforceable by, and inure to the benefit of, the Company and Grantee and any permitted successors and assigns under the Plan.

[Signature page follows.]

IN WITNESS WHEREOF, this Agreement is hereby approved and executed as of the date first written above.

RANGER ENERGY SERVICES, INC.

Bodden	/s/ Stuart Bodden	April 8, 2022
Name:	Stuart Bodden	Date of Signature
Title:	President and Chief Executive Officer
		April 8, 2022
Name:	[●]	Date of Signature
Title:	[●]

EXHIBIT A

Performance Criterion and Peer Companies

1.RTSR. RTSR is the Performance Criterion applicable to 50% of the Performance Stock Units and is determined by dividing (1) the sum of (a) the cumulative amount of the dividends of the Company or the Peer Company, as applicable, for the applicable period assuming same-day reinvestment into the corporation’s common stock on the ex-dividend date and (b) the VWAP of such corporation’s shares for the 30 consecutive trading days immediately preceding the end of the applicable period minus the VWAP of such corporation’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period, by (2) the VWAP of such corporation’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period. The RTSR for each Peer Company in the Peer Group will be calculated over the applicable period, and then compared with the identical calculation for the Company. The Company’s RTSR is a Performance Criterion that is compared to each Peer Company’s RTSR for the applicable period.

2.Absolute TSR. Absolute TSR is the Performance Criterion applicable to the balance of the Performance Stock Units and is determined by subtracting the VWAP of the Company’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period from the VWAP of the Company’s shares for the 30 consecutive trading days immediately preceding the end of the applicable period. This difference will then be divided by the VWAP of the Company’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period and multiplied by 100 to determine the Absolute TSR as a percent of growth in the stock price over the applicable period. The Company’s Absolute TSR is a Performance Criterion that will not be compared to similar Peer Company performance over the applicable period.

3.Peer Companies and Peer Group. The following Peer Companies comprise the Peer Group to which the Company’s RTSR performance will be compared for the Performance Period:

1.	DRQ	Dril-Quip, Inc.
2.	PUMP	ProPetro Holding Corp
3.	KLXE	KLX Energy Services Holdings, Inc.
4.	TUSK	Mammoth Energy Services, Inc.
5.	NINE	Nine Energy Services Holdings, Inc
6.	NR	Newpark Resources, Inc.
7.	RES	RPC, Inc.
8.	WTTR	Select Energy Services, Inc.
9.	SOI	Solaris Oilfield Infrastructure, Inc.
10.	OIS	Oil States International, Inc

EX-10.4

Exhibit 10.4

May 6, 2024

Charles S. Leykum

Individually and on behalf of CSL

Dear Charlie:

This letter agreement (“Lock-Up Agreement”) is made effective as of May 6, 2024 in order to memorialize the binding terms of the understanding between Ranger Energy Services, Inc. (“Ranger” or the “Company”), on one hand, and CSL Capital Management, L.P., for itself and on behalf of any of its subsidiaries or affiliated entities (including CSL Energy Opportunities Fund II, L.P. and CSL Energy Holdings II, LLC), and you (collectively “CSL”), on the other hand, relating to any CSL transactions in Ranger securities. Specifically, for the mutual benefit of the parties, the consideration recited herein, and for other good and valuable consideration the sufficiency of which is hereby acknowledged, CSL has agreed it will not, without the Ranger Board of Director’s prior written consent, enter into any Prohibited Transactions involving or otherwise relating to Ranger securities for a period ending at 5:00 p.m. eastern on December 31, 2024 (the “Lock-Up Period”). For purposes of this Lock-Up Agreement, “Prohibited Transactions” include: (1) offering, pledging, encumbering, hypothecating, selling, granting of an option, or contracting to sell, lend or otherwise attempt to or transfer or dispose of, directly or indirectly, any shares of common stock of Ranger (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by CSL (directly or indirectly, whether by CSL or a person acting on behalf of CSL or at its direction) (collectively, the “CSL Shares”); (2) entering into any put, call, hedge, short sale or swap or other arrangement that could or does transfer to another or give another rights with respect to, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction to be settled by delivery of Common Stock or such other securities, in cash or otherwise (including for purposes of (1) or (2) above, any other act or transaction that would transfer the beneficial ownership of Ranger securities, within the meaning of applicable securities laws, from CSL to any other person); or (3) publicly disclosing the intention to do any of the foregoing.

Notwithstanding the foregoing, the undersigned may:

(1)convert any outstanding preferred stock of Ranger into shares of Common Stock, provided that such shares of Common Stock shall remain subject to the terms of this Lock-Up Agreement;

48267243.11

(2)effectuate a distribution of all or part of the CSL Shares to one or more of its equity owners, which may in turn distribute such CSL Shares to the limited partners or beneficial owners of such equity owners;

(3)transfer CSL Shares:-

(i)as a bona fide gift or gifts, or for bona fide estate planning purposes;

(ii) by will or intestacy;

(iii)to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin);

(iv)to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

(v)to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,

(vi)pursuant to a final and binding court order, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or court approved separation agreement;

(vii)transfers (other than by way of a sale) to any investment fund or other entity controlled or managed by the undersigned; and

(viii)pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of Common Stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s CSL Shares shall remain subject to the provisions of this Lock-Up Agreement;

(4)transfer or otherwise distribute CSL Shares as may be required in the undersigned’s exercise of his, her or its fiduciary duties to act in the best interests of CSL or its underlying investors on written advice of outside counsel (affirmed in advance of any transfer or distribution to the Company);

provided that in the case of any transfer or distribution pursuant to clauses (2) or (3)(i) through (3)(vii) above, such transfer shall not involve a disposition for value and each donee, devisee,

2

transferee or distributee sign and deliver a lock-up agreement to Ranger substantially in the form of this Lock-Up Agreement for a period not to exceed the Lock-Up Period.

This Lock-Up Agreement shall be automatically and concurrently terminated and be of no further force or effect upon the occurrence of any of the following:

(1)Ranger’s breach or violation of its obligations pursuant to the Registration Rights Agreement, dated as of August 16, 2017, by and among the Company and CSL, among others (subject to notice of such breach or violation by CSL to Ranger, which notice shall provide a 30-day cure period), it being acknowledged by CSL that there is currently no such breach or violation; or

(2)notice of delisting of Common Stock from the New York Stock Exchange.

In exchange for the foregoing, and for other good and valuable consideration, Ranger agrees it shall reimburse CSL for any reasonable attorneys’ fees, costs, and expenses incurred by CSL in connection with its negotiation and execution of this Lock-Up Agreement.

Each party further agrees that, prior to any making any public filings or disclosures relating to this Lock-Up Agreement, unless prohibited by law or otherwise impractical under the circumstances, it will provide reasonable, advance notice of such filings or disclosures, including any draft or proposed filings or disclosures, to the other party’s management for its review and approval, which shall not be unreasonably withheld. The party making the public filing or disclosure agrees it shall incorporate any reasonable changes or additions to such draft filings or disclosures prior to publication or filing. Once a disclosure has been made, nothing prohibits a party from making a future disclosure substantially consistent with such prior disclosure.

CSL further agrees and consents to the entry of stop transfer instructions with Ranger’s transfer agent or any broker relating to transactions involving Ranger securities, and CSL agrees to exercise diligence and to fully cooperate with the placement and implementation of such stop transfer instructions.

CSL acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Lock-Up Agreement. Therefore, in addition to all other remedies available at law (which Ranger does not waive by the exercise of any rights hereunder), CSL shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and CSL hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.

This Lock-Up Agreement shall be governed by and construed in accordance with the state of Texas without giving effect to any choice or conflict of law provision or rule (whether of the state of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the state of Texas. Any legal suit, action, or proceeding arising out of or related to this Lock-Up Agreement shall be instituted exclusively in the state or federal

3

courts located in Houston, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens.

This Lock-Up Agreement constitutes the sole and entire agreement of the parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Lock-Up Agreement may only be amended, modified, waived or supplemented by an agreement in writing signed by Charles S. Leykum and Ranger. If any term or provision of this Lock-Up Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Lock-Up Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Lock-Up Agreement is irrevocable and shall be binding upon the successors and assigns of CSL with respect to Ranger securities and any such successor or assign shall enter into a similar agreement for the benefit of Ranger. This Lock-Up Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

If CSL agrees to the foregoing, please sign in the space provided below to evidence your binding agreement to the terms of this Lock-Up Agreement. By signing below, you represent you have the authority to bind CSL to this Lock-Up Agreement.

Thank you,

/s/ Stuart Bodden

Stuart Bodden

On Behalf of Ranger Energy Services, Inc.

AGREED TO BY:

/s/ Charles S. Leykum

Charles S. Leykum

Individually and on behalf of CSL

4

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stuart N. Bodden, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ranger Energy Services, Inc. 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: 

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d.    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Dated:	May 7, 2024
		/s/ Stuart N. Bodden
		Stuart N. Bodden
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Melissa Cougle, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ranger Energy Services, Inc. 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: 

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d.    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.  

Dated:	May 7, 2024
		/s/ Melissa Cougle
		Melissa Cougle
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

UNDER SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Ranger Energy Services, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stuart N. Bodden, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 7, 2024
		/s/ Stuart N. Bodden
		Stuart N. Bodden
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

UNDER SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Ranger Energy Services, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melissa Cougle, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 7, 2024
		/s/ Melissa Cougle
		Melissa Cougle
		Chief Financial Officer
		(Principal Financial Officer)

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2024	Apr. 30, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-38183
Entity Registrant Name	RANGER ENERGY SERVICES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-5449572
Entity Address, Address Line One	10350 Richmond
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
City Area Code	713
Local Phone Number	935-8900
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	RNGR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001699039
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Class A Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		22,883,296
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		0

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 11.1	$ 15.7
Accounts receivable, net	70.6	85.4
Contract assets	21.2	17.7
Inventory	6.4	6.4
Prepaid expenses	6.6	9.6
Assets held for sale	0.6	0.6
Total current assets	116.5	135.4
Property and equipment, net	223.1	226.3
Intangible assets, net	6.1	6.3
Operating leases, right-of-use assets	8.9	9.0
Other assets	0.9	1.0
Total assets	355.5	378.0
Liabilities and Stockholders' Equity
Accounts payable	21.7	31.3
Accrued expenses	27.0	29.6
Other financing liability, current portion	0.6	0.6
Long-term debt, current portion	0.0	0.1
Short-term lease liability	7.4	7.3
Other current liabilities	1.3	0.1
Total current liabilities	58.0	69.0
Long-term lease liability	14.2	14.9
Other financing liability	10.8	11.0
Deferred tax liability	10.8	11.3
Total liabilities	93.8	106.2
Commitments and contingencies (Note 14)
Stockholders' equity
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued or outstanding as of March 31, 2024 and December 31, 2023	0.0	0.0
Less: Class A Common Stock held in treasury at cost; 3,204,228 treasury shares as of March 31, 2024 and 2,357,328 treasury shares as of December 31, 2023	(31.6)	(23.1)
Retained earnings	26.5	28.4
Additional paid-in capital	266.5	266.2
Total stockholders' equity	261.7	271.8
Total liabilities and stockholders' equity	355.5	378.0
Class A Common Stock
Stockholders' equity
Common stock A and B	0.3	0.3
Class B Common Stock
Stockholders' equity
Common stock A and B	$ 0.0	$ 0.0

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Treasury stock (in shares)	3,204,228	2,357,328
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	25,942,816	25,756,017
Common stock, shares outstanding (in shares)	22,738,588	23,398,689
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue
Total revenue	$ 136.9	$ 157.5
Cost of services (exclusive of depreciation and amortization):
Cost of services	120.8	130.9
General and administrative	6.7	8.4
Depreciation and amortization	11.2	10.0
Gain on sale of assets	(1.3)	(1.0)
Total operating expenses	137.4	148.3
Operating income (loss)	(0.5)	9.2
Other expenses
Interest expense, net	0.8	1.2
Total other expenses	0.8	1.2
Income (loss) before income tax expense (benefit)	(1.3)	8.0
Income tax expense (benefit)	(0.5)	1.8
Net income (loss)	$ (0.8)	$ 6.2
Income (loss) per common share
Basic (in dollars per share)	$ (0.04)	$ 0.25
Diluted (in dollars per share)	$ (0.03)	$ 0.25
Weighted average common shares outstanding
Basic (in shares)	22,738,286	24,940,335
Diluted (in shares)	22,922,284	25,209,980
High specification rigs
Revenue
Total revenue	$ 79.7	$ 77.5
Cost of services (exclusive of depreciation and amortization):
Cost of services	66.3	60.1
Wireline services
Revenue
Total revenue	32.8	49.9
Cost of services (exclusive of depreciation and amortization):
Cost of services	32.6	45.7
Processing solutions and ancillary services
Revenue
Total revenue	24.4	30.1
Cost of services (exclusive of depreciation and amortization):
Cost of services	$ 21.9	$ 25.1

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Millions	Total	Class A Common Stock	Total shareholders’ equity	Common Stock Class A Common Stock	Treasury Stock	Retained Earnings	Additional paid-in capital
Common stock, shares outstanding (in shares) at Dec. 31, 2022				25,446,292
Treasury stock, beginning (in shares) at Dec. 31, 2022					(551,828)
Balance at the beginning of the period at Dec. 31, 2022			$ 266.3	$ 0.3	$ (3.8)	$ 7.2	$ 262.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares under share-based compensation plans (in shares)				318,482
Shares withheld for taxes on equity transactions (in shares)				(87,101)
Repurchase of Class A Common Stock (in shares)					(39,400)
Repurchase of Class A Common Stock			(0.4)		$ (0.4)
Net income (loss)	$ 6.2		6.2			6.2
Equity based compensation			1.1				1.1
Shares withheld for taxes for equity compensation			(1.0)				(1.0)
Common stock, shares outstanding (in shares) at Mar. 31, 2023				25,677,673
Treasury stock, ending (in shares) at Mar. 31, 2023					(591,228)
Balance at the end of the period at Mar. 31, 2023			272.2	$ 0.3	$ (4.2)	13.4	262.7
Common stock, shares outstanding (in shares) at Dec. 31, 2023		23,398,689		25,756,017
Treasury stock, beginning (in shares) at Dec. 31, 2023	(2,357,328)				(2,357,328)
Balance at the beginning of the period at Dec. 31, 2023			271.8	$ 0.3	$ (23.1)	28.4	266.2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares under share-based compensation plans (in shares)				261,072
Shares withheld for taxes on equity transactions (in shares)				(74,273)
Repurchase of Class A Common Stock (in shares)		(846,900)			(846,900)
Repurchase of Class A Common Stock			(8.5)		$ (8.5)
Net income (loss)	$ (0.8)		(0.8)			(0.8)
Dividends declared			(1.1)			(1.1)
Equity based compensation			1.2				1.2
Shares withheld for taxes for equity compensation			(0.9)				(0.9)
Common stock, shares outstanding (in shares) at Mar. 31, 2024		22,738,588		25,942,816
Treasury stock, ending (in shares) at Mar. 31, 2024	(3,204,228)				(3,204,228)
Balance at the end of the period at Mar. 31, 2024			$ 261.7	$ 0.3	$ (31.6)	$ 26.5	$ 266.5

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	3 Months Ended		5 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	May 31, 2023
Cash Flows from Operating Activities
Net income (loss)	$ (0.8)	$ 6.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	11.2	10.0
Equity based compensation	1.3	1.1
Gain on disposal of property and equipment	(1.3)	(1.0)
Deferred income tax expense (benefit)	(0.5)	1.9
Other expense, net	0.2	1.1
Changes in operating assets and liabilities
Accounts receivable	14.7	12.3
Contract assets	(3.6)	(5.3)
Inventory	0.0	(0.8)
Prepaid expenses and other current assets	3.0	1.5
Other assets	0.1	0.3
Accounts payable	(9.5)	3.3
Accrued expenses	(2.6)	(12.3)
Other current liabilities	0.2	0.2
Other long-term liabilities	(0.4)	(1.1)
Net cash provided by operating activities	12.0	17.4
Cash Flows from Investing Activities
Purchase of property and equipment	(6.5)	(5.4)
Proceeds from disposal of property and equipment	0.8	4.3
Net cash used in investing activities	(5.7)	(1.1)
Cash Flows from Financing Activities
Principal payments on financing lease obligations	(1.3)	(1.3)
Principal payments on Secured Promissory Note	0.0	(0.6)	$ (6.2)
Principal payments on other financing liabilities	(0.1)	(0.2)
Shares withheld for equity compensation	(0.9)	(1.0)
Payments on Other Installment Purchases	(0.1)	(0.1)
Repurchase of Class A Common Stock	(8.5)	(0.4)
Net cash used in financing activities	(10.9)	(5.6)
Increase (decrease) in cash and cash equivalents	(4.6)	10.7
Cash and cash equivalents, Beginning of Period	15.7	3.7	3.7
Cash and cash equivalents, End of Period	11.1	14.4
Supplemental Cash Flow Information
Interest paid	0.4	0.3
Supplemental Disclosure of Non-cash Investing and Financing Activities
Capital expenditures included in accounts payable and accrued liabilities	0.1	0.0
Additions to fixed assets through installment purchases and financing leases	(0.9)	(1.5)
Additions to fixed assets through asset trades	2.6	0.0
Senior Revolving Credit Facility
Cash Flows from Financing Activities
Borrowings under Revolving Credit Facility	2.1	167.7
Principal payments on Revolving Credit Facility	(2.1)	(169.1)
Eclipse M&E Term Loan, net
Cash Flows from Financing Activities
Principal payments on Revolving Credit Facility	$ 0.0	$ (0.6)	$ (10.4)

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Organization and Business Operations

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Operations

Note 1 — Organization and Business Operations

Business

Ranger Energy Services, Inc. (“Ranger, Inc.,” “Ranger,” “we,” “us,” “our” or the “Company”) is a provider of onshore high specification well service rigs, wireline services, and additional processing solutions and ancillary services in the United States (“U.S.”). The Company provides an extensive range of well site services to leading U.S. E&P companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well.

Our service offerings consist of well completion support, workover, well maintenance, wireline, and other complementary services, as well as installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows:

•High Specification Rigs. Provides high specification well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well.

•Wireline Services. Provides services necessary to bring and maintain a well on production and consists of our completion, production, and pump down service lines.

•Processing Solutions and Ancillary Services. Provides complimentary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, plug and abandonment, logistics, snubbing and coil tubing, and processing solutions.

The Company’s operations take place in most of the active oil and natural gas basins in the U.S., including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher Counties plays.

Organization

Ranger, Inc. was incorporated as a Delaware corporation in February 2017. In conjunction with the initial public offering of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), which closed on August 16, 2017 (the “Offering”), and the corporate reorganization Ranger Inc. underwent in connection with the Offering, Ranger Inc. became a holding company, and its sole material assets consist of membership interests in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”). Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”) and Torrent Energy Services, LLC (“Torrent Services”), and the other subsidiaries through which it operates its assets. Ranger LLC is the sole managing member of Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services, its subsidiaries, and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the Securities and Exchange Commission’s (the “SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures have been condensed or omitted. The Condensed Consolidated Financial Statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods. These interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in the Annual Report. Interim results for the periods presented may not be indicative of results that will be realized for future periods.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies of the Annual Report.

Use of Estimates

The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates.

Areas where critical accounting estimates are made by management include:

•Depreciation and amortization of property and equipment and intangible assets;

•Impairment of property and equipment and intangible assets;

•Collectability of accounts receivable and estimates of allowance for credit losses;

•Income taxes; and

•Equity-based compensation.

New Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

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Assets Held for Sale

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale

Note 3 — Assets Held for Sale

Assets held for sale include the net book value of assets the Company plans to sell within the next 12 months and are primarily related to excess non-working assets. Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value less estimated costs to sell.

As of March 31, 2024, the Company classified $0.6 million of land and buildings within our High Specification Rigs segment as held for sale as they are being actively marketed. As of March 31, 2023, the Company classified $0.6 million and $0.4 million of land and buildings within our High Specification Rigs and Processing Solutions and Ancillary Services segments, respectively, as held for sale as they were being actively marketed. For the three months ended March 31, 2023, the Company recognized a gain on assets previously classified as held for sale of $1.8 million and recognized a loss on the sale of assets previously held in Property and equipment, net of $0.8 million, which nets to the $1.0 million gain on sale of assets on the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2024, the Company recognized a gain on assets previously held in Property and equipment, net of $1.3 million, which is shown on the Condensed Consolidated Statements of Operations.

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Property and Equipment, Net

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Note 4 — Property and Equipment, Net

Property and equipment, net include the following (in millions):

	Estimated Useful Life (years)	March 31, 2024		December 31, 2023
High specification rigs	15	$	141.7	$	138.4
Machinery and equipment	3 - 30	200.8		189.2
Vehicles	3 - 15	51.3		53.8
Other property and equipment	5 - 25	20.5		19.9
Property and equipment		414.3		401.3
Less: accumulated depreciation		(202.8)		(196.6)
Construction in progress		11.6		21.6
Property and equipment, net		$	223.1	$	226.3

On August 9, 2023, pursuant to an asset purchase agreement dated August 4, 2023, the Company acquired certain fixed assets from Pegaso Energy Services, LLC (“Pegaso acquisition”) for consideration of $7.3 million paid in cash. The fixed assets acquired from Pegaso were primarily engaged in pump down services for its customers. Under ASC 805 Business Combination, the Company accounted for the Pegaso acquisition as an asset acquisition. The consideration paid is similar to the fair value of the assets acquired and the Company allocated the consideration paid to each of the assets following the cost accumulation model. As of March 31, 2024, twelve of the fifteen acquired pumps are in service and are included in machinery and equipment. As of March 31, 2024, the remaining three acquired pumps are classified as construction in progress. The Company is completing repairs on these assets prior to transfer to depreciable fixed asset accounts.

Depreciation expense was $11.0 million and $9.8 million for the three months ended March 31, 2024 and 2023, respectively

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Intangible Assets, Net

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Note 5 — Intangible Assets, Net

Definite lived intangible assets are comprised of the following (in millions):

	Estimated Useful Life (years)	March 31, 2024		December 31, 2023
Customer relationships	10-18	$	11.4	$	11.4
Less: accumulated amortization		(5.3)		(5.1)
Intangible assets, net		$	6.1	$	6.3

Amortization expense was $0.2 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively. Amortization expense for the future periods is expected to be as follows (in millions):

For the twelve months ending March 31,	Amount
2025	$	0.7
2026	0.7
2027	0.7
2028	0.6
2029	0.5
Thereafter	2.9
Total	$	6.1

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Accrued Expenses

3 Months Ended

Mar. 31, 2024

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Note 6 — Accrued Expenses

Accrued expenses include the following (in millions):

	March 31, 2024		December 31, 2023
Accrued payables	$	13.7	$	13.0
Accrued compensation	10.0		13.7
Accrued taxes	2.0		1.7
Accrued insurance	1.3		1.2
Accrued expenses	$	27.0	$	29.6

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Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

Note 7 — Leases

Operating Leases

The Company has operating leases, primarily for real estate and equipment, with terms that vary from one to nine years, included in operating lease costs in the table below. The operating leases are included in Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.

Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three months ended March 31, 2024 and 2023, are as follows (in millions):

	Three Months Ended March 31,
	2024			2023
Short-term lease costs	$	3.3		$	5.3
Operating lease costs	$	0.8		$	0.8
Operating cash outflows from operating leases	$	0.8		$	0.8
Weighted average remaining lease term	3.4 years			4.2 years
Weighted average discount rate	8.1		%	8.1		%

As of March 31, 2024, aggregate future minimum lease payments under operating leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	3.4
2026	3.3
2027	2.8
2028	1.2
2029	0.3
Total future minimum lease payments	11.0
Less: amount representing interest	(1.4)
Present value of future minimum lease payments	9.6
Less: current portion of operating lease obligations	(2.8)
Long-term portion of operating lease obligations	$	6.8

Finance Leases

The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three to five years. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.

Lease costs and other information related to finance leases for the three months ended March 31, 2024 and 2023, are as follows (in millions):

	Three Months Ended March 31,
	2024			2023
Amortization of finance leases	$	1.3		$	0.8
Interest on lease liabilities	$	0.5		$	0.3
Financing cash outflows from finance leases	$	1.3		$	1.3
Weighted average remaining lease term	2.3 years			1.7 years
Weighted average discount rate	6.1		%	4.3		%

As of March 31, 2024, aggregate future minimum lease payments under finance leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	5.6
2026	4.1
2027	2.9
2028	1.2
Total future minimum lease payments	13.8
Less: amount representing interest	(1.8)
Present value of future minimum lease payments	12.0
Less: current portion of finance lease obligations	(4.6)
Long-term portion of finance lease obligations	$	7.4

Note 8 — Other Financing Liabilities

The Company has sale, lease-back agreements for land and certain other fixed assets with terms that vary from 18 months to 13 years. The sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded. The net book value of the assets remained in Property and equipment, net and are depreciating over their original useful lives.

As of March 31, 2024, aggregate future lease payments of the financing liabilities are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	0.6
2026	0.7
2027	0.7
2028	0.8
2029	0.9
Thereafter	7.7
Total future minimum lease payments	$	11.4

Leases

Note 7 — Leases

Operating Leases

The Company has operating leases, primarily for real estate and equipment, with terms that vary from one to nine years, included in operating lease costs in the table below. The operating leases are included in Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.

Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three months ended March 31, 2024 and 2023, are as follows (in millions):

	Three Months Ended March 31,
	2024			2023
Short-term lease costs	$	3.3		$	5.3
Operating lease costs	$	0.8		$	0.8
Operating cash outflows from operating leases	$	0.8		$	0.8
Weighted average remaining lease term	3.4 years			4.2 years
Weighted average discount rate	8.1		%	8.1		%

As of March 31, 2024, aggregate future minimum lease payments under operating leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	3.4
2026	3.3
2027	2.8
2028	1.2
2029	0.3
Total future minimum lease payments	11.0
Less: amount representing interest	(1.4)
Present value of future minimum lease payments	9.6
Less: current portion of operating lease obligations	(2.8)
Long-term portion of operating lease obligations	$	6.8

Finance Leases

The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three to five years. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.

Lease costs and other information related to finance leases for the three months ended March 31, 2024 and 2023, are as follows (in millions):

	Three Months Ended March 31,
	2024			2023
Amortization of finance leases	$	1.3		$	0.8
Interest on lease liabilities	$	0.5		$	0.3
Financing cash outflows from finance leases	$	1.3		$	1.3
Weighted average remaining lease term	2.3 years			1.7 years
Weighted average discount rate	6.1		%	4.3		%

As of March 31, 2024, aggregate future minimum lease payments under finance leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	5.6
2026	4.1
2027	2.9
2028	1.2
Total future minimum lease payments	13.8
Less: amount representing interest	(1.8)
Present value of future minimum lease payments	12.0
Less: current portion of finance lease obligations	(4.6)
Long-term portion of finance lease obligations	$	7.4

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Other Financing Liabilities

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Other Financing Liabilities

Note 7 — Leases

Operating Leases

The Company has operating leases, primarily for real estate and equipment, with terms that vary from one to nine years, included in operating lease costs in the table below. The operating leases are included in Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.

Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three months ended March 31, 2024 and 2023, are as follows (in millions):

	Three Months Ended March 31,
	2024			2023
Short-term lease costs	$	3.3		$	5.3
Operating lease costs	$	0.8		$	0.8
Operating cash outflows from operating leases	$	0.8		$	0.8
Weighted average remaining lease term	3.4 years			4.2 years
Weighted average discount rate	8.1		%	8.1		%

As of March 31, 2024, aggregate future minimum lease payments under operating leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	3.4
2026	3.3
2027	2.8
2028	1.2
2029	0.3
Total future minimum lease payments	11.0
Less: amount representing interest	(1.4)
Present value of future minimum lease payments	9.6
Less: current portion of operating lease obligations	(2.8)
Long-term portion of operating lease obligations	$	6.8

Finance Leases

The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three to five years. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.

Lease costs and other information related to finance leases for the three months ended March 31, 2024 and 2023, are as follows (in millions):

	Three Months Ended March 31,
	2024			2023
Amortization of finance leases	$	1.3		$	0.8
Interest on lease liabilities	$	0.5		$	0.3
Financing cash outflows from finance leases	$	1.3		$	1.3
Weighted average remaining lease term	2.3 years			1.7 years
Weighted average discount rate	6.1		%	4.3		%

As of March 31, 2024, aggregate future minimum lease payments under finance leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	5.6
2026	4.1
2027	2.9
2028	1.2
Total future minimum lease payments	13.8
Less: amount representing interest	(1.8)
Present value of future minimum lease payments	12.0
Less: current portion of finance lease obligations	(4.6)
Long-term portion of finance lease obligations	$	7.4

Note 8 — Other Financing Liabilities

The Company has sale, lease-back agreements for land and certain other fixed assets with terms that vary from 18 months to 13 years. The sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded. The net book value of the assets remained in Property and equipment, net and are depreciating over their original useful lives.

As of March 31, 2024, aggregate future lease payments of the financing liabilities are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	0.6
2026	0.7
2027	0.7
2028	0.8
2029	0.9
Thereafter	7.7
Total future minimum lease payments	$	11.4

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Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Note 9 — Debt

The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):

	March 31, 2024		December 31, 2023
Wells Fargo Revolving Credit Facility	$	—	$	—
Installment Purchases	—		0.1
Total Debt	—		0.1
Current portion of long-term debt	—		(0.1)
Long term-debt, net	$	—	$	—

Wells Fargo Bank, N.A. Credit Agreement

On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with a secured credit facility (“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of $75 million. Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets. The Company was in compliance with the Credit Agreement covenant by maintaining a fixed charge coverage ratio of greater than 1.0 as of March 31, 2024.

In addition, on September 25, 2023, the Company entered into an agreement with Wells Fargo Bank, N.A. which designated an additional Letter of Credit in the amount of $1.6 million as part of incremental collateral requirements for the Company’s 2023 insurance renewal. This line of credit falls under the Wells Fargo Revolving Credit Facility aggregate principal amount and matures on September 25, 2024. The interest rate for this Letter of Credit was approximately 1.8% for the three months ended March 31, 2024.

The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the Revolving Credit Facility, M&E Term Loan Facility, and the Secured Promissory Note, as defined below. The undrawn portion of the Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other-permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases. The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions under certain circumstances that permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Revolving Credit Facility. The borrowings of the Wells Fargo Revolving Credit Facility, therefore, will be classified as Long-term debt, current portion on the Condensed Consolidated Balance Sheet.

Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $58.6 million, which was based on a borrowing base certificate in effect as of March 31, 2024. The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility. The Company does have a $3.2 million of Letters of Credit open under the facility, leaving a residual $55.4 million available for borrowings as of March 31, 2024. Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability. The weighted average interest rate for the loan was approximately 7.2% for the three months ended March 31, 2024.

Eclipse Loan and Security Agreement

On September 27, 2021, the Company entered into a Loan and Security Agreement with EBC and Eclipse Business Capital SPV, LLC, as administrative agent, providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million (the “EBC Credit Facility”), consisting of (i) a revolving credit facility in an aggregate principal amount of up to $50.0 million (the “Revolving Credit Facility”), (ii) a machinery and equipment term loan facility in an aggregate principal amount of up to $12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up to $15.0 million (the “Term Loan B Facility”). On September 23, 2022, the Company entered into the Fourth Amendment to the Loan and Security Agreement pursuant to which, SOFR replaced LIBOR as the reference rate for interest on borrowings, effective October 1, 2022.

For the three months ended March 31, 2023, the Company made principal payments to the Eclipse M&E Term Loan Facility of $0.6 million. On May 31, 2023, the Company extinguished the Eclipse Revolving Credit Facility and Eclipse M&E Term Loan Facility, paying the remaining principal amount of $10.4 million associated with the Eclipse M&E Term Loan Facility for the five months ended May 31, 2023. Of this amount, $8.4 million was outstanding at the time of debt extinguishment, and repaid utilizing funds from the Wells Fargo Revolving Credit Facility. The Company recognized a loss on the retirement of debt of $2.4 million in connection with the initiation of the Wells Fargo Revolving Credit Facility.

On August 16, 2022, the Company had fully repaid the Eclipse Term Loan B Facility and Eclipse M&E Term Loan Facility, making principal payments totaling $12.4 million and $1.5 million, respectively.

Secured Promissory Note

On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North Dakota and Midland, Texas. In connection with the PerfX acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired (the “Secured Promissory Note”). Borrowings under the Secured Promissory Note bore interest at a rate of 8.5% per annum and was scheduled to mature in January 2024.

For the three months ended March 31, 2023, the Company made principal payments to the Secured Promissory Note totaling $0.6 million. For the five months ended May 31, 2023, the Company made principal payments to the Secured Promissory Note totaling $6.2 million, of which $5.4 million was related to the debt extinguishment and was repaid utilizing funds from the Wells Fargo Revolving Credit Facility.

Other Installment Purchases

During the year ended December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets

are being held as collateral. As of March 31, 2024, the aggregate principal balance outstanding under the Installment Agreements was less than $0.1 million and is payable ratably over 36 months from the time of each purchase. For the three months ended March 31, 2024 and three months ended March 31, 2023 the Company paid down the Installment Agreements by $0.1 million and $0.1 million, respectively. The monthly installment payments contain an imputed interest rate that are consistent with the Company’s incremental borrowing rate and is not significant to the Company.

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Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Equity

Note 10 — 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”) and performance-based restricted stock units (“performance stock units” or “PSUs”) under the 2017 Plan.

Restricted Stock Awards

The Company has granted RSAs, which generally vest in three equal annual installments beginning on the first anniversary date of the grant. During the three months ended March 31, 2024, the Company granted approximately 372,800 RSAs, with an approximated aggregate value of $3.8 million. As of March 31, 2024, there was an aggregate $7.3 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 2.2 years.

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 an approximated three-year performance period. During the three months ended March 31, 2024, the Company granted approximately 123,600 target shares of market-based performance stock units, of which 61,800 were granted at a relative grant date fair value of approximately $14.13 per share and 61,800 were granted at an absolute grant date fair value of approximately $11.35 per share. Additionally, the Company granted approximately 62,000 target shares of market-based performance stock units with a specified floor price per share, of which 31,000 were granted a relative grant date fair value of approximately $9.57 and 31,000 were granted at an absolute grant date fair value of approximately $10.54 per share. Shares granted during the three months ended March 31, 2024 are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2026. As of March 31, 2024, there was an aggregate $4.7 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 1.6 years.

Share Repurchases

On March 7, 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 for 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 three months ended March 31, 2024, the Company repurchased 846,900 shares of the Company’s Class A Common Stock for an aggregate $8.5 million, net of tax on the open market. As of March 31, 2024, an aggregate of 2,652,400 shares of Class A Common Stock were purchased for a total of $27.5 million, net of tax since the inception of the repurchase plan announced on March 7, 2023. The Company has accrued stock repurchase excise tax of $0.2 million for the three months ended March 31, 2024.

Dividends

On March 4, 2024, the Company’s Board of Directors declared a cash dividend of $0.05 per share of Class A Common Stock. On April 5, 2024, the Company paid dividend distributions totaling $1.1 million to stockholders of record as of the close of business on March 15, 2024. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.

Warrant from PerfX Acquisition

The PerfX acquisition purchase price included a warrant to acquire a 30% ownership in the XConnect Business (“XConnect”), which expires on July 8, 2031. XConnect is the manufacturer of a perforating gun system developed by the PerfX sellers alongside the PerfX wireline service business. The warrant requires the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products. Should the Company fail to maintain the specified minimum level of

purchases, a forfeiture event would occur; however, the Company may elect to cure the forfeiture event through a cash payment to XConnect. If the Company elects not to cure the forfeiture event, the ownership percentage would reduce to 15%. Upon the occurrence of a second uncured forfeiture event, the warrant is deemed to be cancelled. The value of the warrant by the Company is negligible as of March 31, 2024. The Company finalized the purchase price allocation in the fourth quarter of 2021.

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Risk Concentrations

3 Months Ended

Mar. 31, 2024

Risk Concentrations

Risk Concentrations

Note 11 — Risk Concentrations

Customer Concentrations 

During the three months ended March 31, 2024, four customers accounted for approximately 12%, 11%, 10% and 10%, respectively, of the Company’s consolidated revenues. As of March 31, 2024, approximately 43% of the net accounts receivable balance was due from these four customers.

During the three months ended March 31, 2023, two customers accounted for approximately 10% each of the Company’s consolidated revenue. As of March 31, 2023, approximately 15% of the net accounts receivable balance, in aggregate, was due from these two customers.

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Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 12 — Income Taxes

Effective Tax Rate

The Company is a corporation and is subject to U.S. federal income tax. The Company uses an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating the estimated annual effective tax rate, the Company considers forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and other income tax related estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates. The effective U.S. federal income tax rate applicable to the Company for the three months ended March 31, 2024 and 2023 was 27.0% and 24.0%, respectively. The Company is subject to the Texas Margin Tax, which requires tax payments at a maximum statutory effective rate of 0.75% on the taxable margin of each taxable entity that does business in Texas.

Tax Attributes

Historically, utilization of a portion of the Company's net operating loss carryforwards has been subject to limitations of utilization under Section 382 of the Internal Revenue Code of 1986 (“Section 382”), as amended. The Company incurred an ownership change, triggering another Section 382 loss limitation, during the three months ended June 30, 2023.

As the Company continues to experience increasing profits and no longer has a trailing 3-year cumulative taxable loss, we currently believe that it is more likely than not to fully utilize all deferred tax assets including those associated with the net operating loss carry-forward. Accordingly, the Company released all valuation allowances previously recorded resulting in a discrete tax benefit for the period ended September 30, 2023.

Other Tax Matters

Total income tax expense (benefit) for the three months ended March 31, 2024 and 2023 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income or loss primarily due to the impact of state income taxes as well as certain non-deductible expenses offset by the benefit from the release of a previously recorded valuation allowance against deferred tax assets.

The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of March 31, 2024, the Company has no current tax years under audit. The Company remains subject to examination for federal income taxes and state income taxes for tax years 2020 through 2023.

The Company has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely than not be sustained upon examination. Therefore, as of March 31, 2024, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.

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Earnings (Loss) per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings (Loss) per Share

Note 13 — Earnings (Loss) per Share

Earnings (loss) per share is based on the amount of earnings allocated to the shareholders and the weighted average number of shares outstanding during the period for each class of Common Stock. The numerator and denominator used to compute earnings (loss) per share were as follows (in millions, except share and per share data):

	Three Months Ended March 31,
	2024		2023
Income (loss) (numerator):
Basic:
Income (loss) attributable to Ranger Energy Services, Inc.	$	(0.8)	$	6.2
Net income (loss) attributable to Class A Common Stock	$	(0.8)	$	6.2
Diluted:
Income (loss) attributable to Ranger Energy Services, Inc.	$	(0.8)	$	6.2
Net income (loss) attributable to Class A Common Stock	$	(0.8)	$	6.2
Weighted average shares (denominator):
Weighted average number of shares - basic	22,738,286		24,940,335
Effect of share-based awards	183,998		269,645
Weighted average number of shares - diluted	22,922,284		25,209,980
Basic income (loss) per share	$	(0.04)	$	0.25
Diluted income (loss) per share	$	(0.03)	$	0.25

During the three months ended March 31, 2024 and 2023, the Company excluded 0.1 million and 0.2 million, respectively, of equity-based awards in calculating diluted income per share, as the effect was anti-dilutive.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 — Commitments and Contingencies

Legal Matters

From time to time, the Company is involved in various legal matters arising in the normal course of business. The Company does not believe that the ultimate resolution of these currently pending matters will have a material adverse effect on its condensed consolidated financial position or results of operations. We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our insurance advisers and brokers, believe are reasonable and prudent. We cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that these levels of insurance will be available in the future at economical prices.

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Segment Reporting

3 Months Ended

Mar. 31, 2024

Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]

Segment Reporting

Note 15 — Segment Reporting

The Company’s operations are located in the United States and organized into three reportable segments: High Specification Rigs, Wireline Services and Processing Solutions and Ancillary Services. The reportable segments comprise the structure used by the Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying Condensed Consolidated Financial Statements. The CODM evaluates the segments’ operating performance based on multiple measures including operating income, rig hours and stage counts. The tables below present the operating income measurement, as the Company believes this is most consistent with the principals used in measuring the Condensed Consolidated Financial Statements.

The following is a description of each operating segment:

High Specification Rigs. Provides high specification well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well.

Wireline Services.  Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down service lines.

Processing Solutions and Ancillary Services.  Provides complimentary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, plug and abandonment snubbing, and processing solutions.    

Other. Other represents costs not allocable to the reporting segments and includes corporate general and administrative expense and depreciation of corporate furniture and fixtures, amortization, impairments, debt retirements and other items similar in nature.

Certain segment information for the three months ended March 31, 2024 and 2023 is as follows (in millions):

	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended March 31, 2024
Revenue	$	79.7	$	32.8	$	24.4	$	—	$	136.9
Cost of services	66.3		32.6		21.9		—		120.8
Depreciation and amortization	5.6		3.1		2.0		0.5		11.2
Operating income (loss)	7.8		(2.9)		0.5		(5.9)		(0.5)
Net income (loss)	$	7.8	$	(2.9)	$	0.5	$	(6.2)	$	(0.8)
Capital expenditures	$	3.9	$	0.9	$	1.7	$	—	$	6.5

	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended March 31, 2023
Revenue	$	77.5	$	49.9	$	30.1	$	—	$	157.5
Cost of services	60.1		45.7		25.1		—		130.9
Depreciation and amortization	5.5		2.4		1.6		0.5		10.0
Operating income (loss)	11.9		1.8		3.4		(7.9)		9.2
Net income (loss)	$	11.9	$	1.8	$	3.4	$	(10.9)	$	6.2
Capital expenditures	$	2.1	$	1.3	$	4.3	$	—	$	7.7

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Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 16 — Subsequent Events

On May 7, 2024, the Board of Directors declared a quarterly cash dividend of $0.05 per share payable May 31, 2024 to common stockholders of record at the close of business on May 17, 2024. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements are issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the Securities and Exchange Commission’s (the “SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures have been condensed or omitted. The Condensed Consolidated Financial Statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods. These interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in the Annual Report. Interim results for the periods presented may not be indicative of results that will be realized for future periods.

Use of Estimates

Use of Estimates

The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates.

Areas where critical accounting estimates are made by management include:

•Depreciation and amortization of property and equipment and intangible assets;

•Impairment of property and equipment and intangible assets;

•Collectability of accounts receivable and estimates of allowance for credit losses;

•Income taxes; and

•Equity-based compensation.

New Accounting Pronouncements

New Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

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Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

Property and equipment, net include the following (in millions):

	Estimated Useful Life (years)	March 31, 2024		December 31, 2023
High specification rigs	15	$	141.7	$	138.4
Machinery and equipment	3 - 30	200.8		189.2
Vehicles	3 - 15	51.3		53.8
Other property and equipment	5 - 25	20.5		19.9
Property and equipment		414.3		401.3
Less: accumulated depreciation		(202.8)		(196.6)
Construction in progress		11.6		21.6
Property and equipment, net		$	223.1	$	226.3

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Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of definite lived intangible assets

Definite lived intangible assets are comprised of the following (in millions):

	Estimated Useful Life (years)	March 31, 2024		December 31, 2023
Customer relationships	10-18	$	11.4	$	11.4
Less: accumulated amortization		(5.3)		(5.1)
Intangible assets, net		$	6.1	$	6.3

Schedule of aggregated amortization expense for future periods

Amortization expense for the future periods is expected to be as follows (in millions):

For the twelve months ending March 31,	Amount
2025	$	0.7
2026	0.7
2027	0.7
2028	0.6
2029	0.5
Thereafter	2.9
Total	$	6.1

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Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2024

Accrued Liabilities, Current [Abstract]

Schedule of accrued expenses

Accrued expenses include the following (in millions):

	March 31, 2024		December 31, 2023
Accrued payables	$	13.7	$	13.0
Accrued compensation	10.0		13.7
Accrued taxes	2.0		1.7
Accrued insurance	1.3		1.2
Accrued expenses	$	27.0	$	29.6

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Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of other information related to operating and finance leases

Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three months ended March 31, 2024 and 2023, are as follows (in millions):

	Three Months Ended March 31,
	2024			2023
Short-term lease costs	$	3.3		$	5.3
Operating lease costs	$	0.8		$	0.8
Operating cash outflows from operating leases	$	0.8		$	0.8
Weighted average remaining lease term	3.4 years			4.2 years
Weighted average discount rate	8.1		%	8.1		%

Lease costs and other information related to finance leases for the three months ended March 31, 2024 and 2023, are as follows (in millions):

	Three Months Ended March 31,
	2024			2023
Amortization of finance leases	$	1.3		$	0.8
Interest on lease liabilities	$	0.5		$	0.3
Financing cash outflows from finance leases	$	1.3		$	1.3
Weighted average remaining lease term	2.3 years			1.7 years
Weighted average discount rate	6.1		%	4.3		%

Schedule of future minimum leases payments for operating leases

As of March 31, 2024, aggregate future minimum lease payments under operating leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	3.4
2026	3.3
2027	2.8
2028	1.2
2029	0.3
Total future minimum lease payments	11.0
Less: amount representing interest	(1.4)
Present value of future minimum lease payments	9.6
Less: current portion of operating lease obligations	(2.8)
Long-term portion of operating lease obligations	$	6.8

Schedule of future minimum leases payments for finances leases

As of March 31, 2024, aggregate future minimum lease payments under finance leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	5.6
2026	4.1
2027	2.9
2028	1.2
Total future minimum lease payments	13.8
Less: amount representing interest	(1.8)
Present value of future minimum lease payments	12.0
Less: current portion of finance lease obligations	(4.6)
Long-term portion of finance lease obligations	$	7.4

As of March 31, 2024, aggregate future lease payments of the financing liabilities are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	0.6
2026	0.7
2027	0.7
2028	0.8
2029	0.9
Thereafter	7.7
Total future minimum lease payments	$	11.4

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Other Financing Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of future minimum leases payments for finances leases

As of March 31, 2024, aggregate future minimum lease payments under finance leases are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	5.6
2026	4.1
2027	2.9
2028	1.2
Total future minimum lease payments	13.8
Less: amount representing interest	(1.8)
Present value of future minimum lease payments	12.0
Less: current portion of finance lease obligations	(4.6)
Long-term portion of finance lease obligations	$	7.4

As of March 31, 2024, aggregate future lease payments of the financing liabilities are as follows (in millions):

For the twelve months ending March 31,	Total
2025	$	0.6
2026	0.7
2027	0.7
2028	0.8
2029	0.9
Thereafter	7.7
Total future minimum lease payments	$	11.4

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Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of long-term debt

The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):

	March 31, 2024		December 31, 2023
Wells Fargo Revolving Credit Facility	$	—	$	—
Installment Purchases	—		0.1
Total Debt	—		0.1
Current portion of long-term debt	—		(0.1)
Long term-debt, net	$	—	$	—

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Earnings (Loss) per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings (Loss) per Share

Earnings (loss) per share is based on the amount of earnings allocated to the shareholders and the weighted average number of shares outstanding during the period for each class of Common Stock. The numerator and denominator used to compute earnings (loss) per share were as follows (in millions, except share and per share data):

	Three Months Ended March 31,
	2024		2023
Income (loss) (numerator):
Basic:
Income (loss) attributable to Ranger Energy Services, Inc.	$	(0.8)	$	6.2
Net income (loss) attributable to Class A Common Stock	$	(0.8)	$	6.2
Diluted:
Income (loss) attributable to Ranger Energy Services, Inc.	$	(0.8)	$	6.2
Net income (loss) attributable to Class A Common Stock	$	(0.8)	$	6.2
Weighted average shares (denominator):
Weighted average number of shares - basic	22,738,286		24,940,335
Effect of share-based awards	183,998		269,645
Weighted average number of shares - diluted	22,922,284		25,209,980
Basic income (loss) per share	$	(0.04)	$	0.25
Diluted income (loss) per share	$	(0.03)	$	0.25

XML

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]

Schedule of segment information

Certain segment information for the three months ended March 31, 2024 and 2023 is as follows (in millions):

	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended March 31, 2024
Revenue	$	79.7	$	32.8	$	24.4	$	—	$	136.9
Cost of services	66.3		32.6		21.9		—		120.8
Depreciation and amortization	5.6		3.1		2.0		0.5		11.2
Operating income (loss)	7.8		(2.9)		0.5		(5.9)		(0.5)
Net income (loss)	$	7.8	$	(2.9)	$	0.5	$	(6.2)	$	(0.8)
Capital expenditures	$	3.9	$	0.9	$	1.7	$	—	$	6.5

	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended March 31, 2023
Revenue	$	77.5	$	49.9	$	30.1	$	—	$	157.5
Cost of services	60.1		45.7		25.1		—		130.9
Depreciation and amortization	5.5		2.4		1.6		0.5		10.0
Operating income (loss)	11.9		1.8		3.4		(7.9)		9.2
Net income (loss)	$	11.9	$	1.8	$	3.4	$	(10.9)	$	6.2
Capital expenditures	$	2.1	$	1.3	$	4.3	$	—	$	7.7

XML

Organization and Business Operations (Details)	3 Months Ended
	Mar. 31, 2024 segment $ / shares	Dec. 31, 2023 $ / shares	Aug. 16, 2017 $ / shares
Class of Stock [Line Items]
Number of reportable segments | segment	3
Class A Common Stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Class A Common Stock | IPO
Class of Stock [Line Items]
Common stock, par value (in dollars per share)			$ 0.01

XML

Assets Held for Sale (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	$ 0.6		$ 0.6
Gain on sale of assets		$ 1.8
Loss on sale of assets		0.8
Gain on disposal of property and equipment	1.3	1.0
High specification rigs
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	$ 0.6	0.6
Processing solutions and ancillary services
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale		$ 0.4

XML

Property and Equipment, Net (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment, Net
Property and equipment	$ 414.3	$ 401.3
Less: accumulated depreciation	(202.8)	(196.6)
Construction in progress	11.6	21.6
Property and equipment, net	$ 223.1	226.3
High specification rigs
Property, Plant and Equipment, Net
Estimated Useful Life (years)	15 years
Property and equipment	$ 141.7	138.4
Machinery and equipment
Property, Plant and Equipment, Net
Property and equipment	200.8	189.2
Vehicles
Property, Plant and Equipment, Net
Property and equipment	51.3	53.8
Other property and equipment
Property, Plant and Equipment, Net
Property and equipment	$ 20.5	$ 19.9
Minimum | Machinery and equipment
Property, Plant and Equipment, Net
Estimated Useful Life (years)	3 years
Minimum | Vehicles
Property, Plant and Equipment, Net
Estimated Useful Life (years)	3 years
Minimum | Other property and equipment
Property, Plant and Equipment, Net
Estimated Useful Life (years)	5 years
Maximum | Machinery and equipment
Property, Plant and Equipment, Net
Estimated Useful Life (years)	30 years
Maximum | Vehicles
Property, Plant and Equipment, Net
Estimated Useful Life (years)	15 years
Maximum | Other property and equipment
Property, Plant and Equipment, Net
Estimated Useful Life (years)	25 years

XML

Property and Equipment, Net - Narrative (Details) $ in Millions		3 Months Ended
	Aug. 09, 2023 USD ($)	Mar. 31, 2024 USD ($) pump	Mar. 31, 2023 USD ($)
Property, Plant and Equipment, Net
Depreciation expense | $		$ 11.0	$ 9.8
Pegaso Energy Services, LLC
Property, Plant and Equipment, Net
Total consideration | $	$ 7.3
Number of pumps acquired in service		12
Number of pumps acquired		15
Number of pumps acquired, construction in progress		3

XML

Intangible Assets, Net - Intangibles (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Intangible assets
Less: accumulated amortization	$ (5.3)	$ (5.1)
Intangible assets, net	6.1	6.3
Customer relationships
Intangible assets
Customer relationships	$ 11.4	$ 11.4
Minimum | Customer relationships
Intangible assets
Estimated Useful Life (years)	10 years
Maximum | Customer relationships
Intangible assets
Estimated Useful Life (years)	18 years

XML

Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 0.2	$ 0.2

XML

Intangible Assets, Net - Amortization (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 0.7
2026	0.7
2027	0.7
2028	0.6
2029	0.5
Thereafter	2.9
Intangible assets, net	$ 6.1	$ 6.3

XML

Accrued Expenses (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Accrued payables	$ 13.7	$ 13.0
Accrued compensation	10.0	13.7
Accrued taxes	2.0	1.7
Accrued insurance	1.3	1.2
Accrued expenses	$ 27.0	$ 29.6

XML

Leases - Narrative (Details)	Mar. 31, 2024
Minimum
Lessee, Lease, Description [Line Items]
Lease term, operating leases	1 year
Lease term, finance leases (in years)	3 years
Maximum
Lessee, Lease, Description [Line Items]
Lease term, operating leases	9 years
Lease term, finance leases (in years)	5 years

XML

Leases - Schedule of Lease Costs and Other Information Related to Operating Leases (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Short-term lease costs	$ 3.3	$ 5.3
Operating lease costs	0.8	0.8
Operating cash outflows from operating leases	$ 0.8	$ 0.8
Weighted average remaining lease term	3 years 4 months 24 days	4 years 2 months 12 days
Weighted average discount rate	8.10%	8.10%

XML

Leases - Schedule of Future Minimum Lease Payments for Operating and Finance Leases (Details) $ in Millions	Mar. 31, 2024 USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2025	$ 3.4
2026	3.3
2027	2.8
2028	1.2
2029	0.3
Total future minimum lease payments	11.0
Less: amount representing interest	(1.4)
Present value of future minimum lease payments	9.6
Less: current portion of operating lease obligations	(2.8)
Long-term portion of operating lease obligations	6.8
Finance Lease, Liability, to be Paid [Abstract]
2025	5.6
2026	4.1
2027	2.9
2028	1.2
Total future minimum lease payments	13.8
Less: amount representing interest	(1.8)
Present value of future minimum lease payments	12.0
Less: current portion of finance lease obligations	(4.6)
Long-term portion of finance lease obligations	$ 7.4

XML

Leases - Schedule of Lease Costs and Other Information Related to Financing Leases (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Amortization of finance leases	$ 1.3	$ 0.8
Interest on lease liabilities	0.5	0.3
Financing cash outflows from finance leases	$ 1.3	$ 1.3
Weighted average remaining lease term	2 years 3 months 18 days	1 year 8 months 12 days
Weighted average discount rate	6.10%	4.30%

XML

Other Financing Liabilities - Narrative (Details) - Other Fixed Asset	3 Months Ended
	Mar. 31, 2024
Minimum
Lessee, Lease, Description [Line Items]
Payment terms	18 months
Maximum
Lessee, Lease, Description [Line Items]
Payment terms	13 years

XML

Other Financing Liabilities (Details) - Building $ in Millions	Mar. 31, 2024 USD ($)
Lessee, Lease, Description [Line Items]
2025	$ 0.6
2026	0.7
2027	0.7
2028	0.8
2029	0.9
Thereafter	7.7
Total future minimum lease payments	$ 11.4

XML

Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total Debt	$ 0.0	$ 0.1
Current portion of long-term debt	0.0	(0.1)
Long term-debt, net	0.0	0.0
Installment Purchases
Debt Instrument [Line Items]
Total Debt	0.0	0.1
Wells Fargo Revolving Credit Facility
Debt Instrument [Line Items]
Total Debt	$ 0.0	$ 0.0

XML

Debt - Narrative (Details)		3 Months Ended		5 Months Ended	12 Months Ended
	Aug. 16, 2022 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	May 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Sep. 25, 2023 USD ($)	Sep. 27, 2021 USD ($)	Jul. 08, 2021
Debt Instrument [Line Items]
Remaining principal balance		$ 0			$ 100,000
Principal payments on Secured Promissory Note		0	$ 600,000	$ 6,200,000
Payments on installment purchases		$ 100,000	100,000
Installment Purchases
Debt Instrument [Line Items]
Debt term		36 months
Installment Purchases | Secured Promissory Note
Debt Instrument [Line Items]
Interest rate (as a percent)								8.50%
Exercise of right to stop payments on remaining principal balance, amount				5,400,000
Installment Purchases
Debt Instrument [Line Items]
Remaining principal balance		$ 0			100,000
Wells Fargo Revolving Credit Facility
Debt Instrument [Line Items]
Remaining principal balance		$ 0			0
Wells Fargo Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Maximum borrowings				75,000,000
Covenant fixed charge coverage ratio		1.0
Remaining principal balance		$ 0
Residual available borrowings		$ 55,400,000
Weighted average interest rate (as a percent)		7.20%
Wells Fargo Revolving Credit Facility | Line of Credit and Letter of Credit
Debt Instrument [Line Items]
Residual available borrowings		$ 58,600,000
Credit facility | Line of Credit
Debt Instrument [Line Items]
Letters of credit outstanding		$ 3,200,000
Credit facility | Line of Credit | Wells Fargo Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowings						$ 1,600,000
Interest rate (as a percent)		1.80%
EBC Credit Facility | Line of Credit
Debt Instrument [Line Items]
Maximum borrowings							$ 77,500,000
Eclipse Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Maximum borrowings							50,000,000
Eclipse M&E Term Loan, net
Debt Instrument [Line Items]
Payments on credit facility	$ 1,500,000	$ 0	$ 600,000	$ 10,400,000
Eclipse M&E Term Loan, net | Line of Credit
Debt Instrument [Line Items]
Maximum borrowings							12,500,000
Exercise of right to stop payments on remaining principal balance, amount					8,400,000
Loss on debt retirement					$ 2,400,000
Term Loan B Facility
Debt Instrument [Line Items]
Payments on credit facility	$ 12,400,000
Term Loan B Facility | Line of Credit
Debt Instrument [Line Items]
Maximum borrowings							$ 15,000,000
Maximum | Wells Fargo Revolving Credit Facility | Line of Credit | SOFR
Debt Instrument [Line Items]
Interest rate margin (as a percent)		2.25%
Maximum | Wells Fargo Revolving Credit Facility | Line of Credit | Base Rate
Debt Instrument [Line Items]
Interest rate margin (as a percent)		1.25%
Minimum | Wells Fargo Revolving Credit Facility | Line of Credit | SOFR
Debt Instrument [Line Items]
Interest rate margin (as a percent)		1.75%
Minimum | Wells Fargo Revolving Credit Facility | Line of Credit | Base Rate
Debt Instrument [Line Items]
Interest rate margin (as a percent)		0.75%

XML

Equity (Details)				3 Months Ended		13 Months Ended
	May 07, 2024 $ / shares	Apr. 05, 2024 USD ($)	Mar. 04, 2024 USD ($) $ / shares	Mar. 31, 2024 USD ($) installment $ / shares shares	Mar. 31, 2023 USD ($) shares	Mar. 31, 2024 USD ($) installment shares	Jul. 09, 2031	Jul. 08, 2031	Mar. 07, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase program, authorized amount | $			$ 85,000,000						$ 35,000,000
Stock repurchase program, additional authorized amount | $			$ 50,000,000
Duration of share repurchase program (in months)			36 months
Excise tax payable | $				$ 200,000		$ 200,000
Forecast | PerfX Wireline Services, LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ownership (as a percent)							15.00%	30.00%
Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends declared (in dollars per share) | $ / shares	$ 0.05
Treasury Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchased during the period (in shares) | shares				846,900	39,400
Repurchase of Class A Common Stock | $				$ 8,500,000	$ 400,000
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchased during the period (in shares) | shares				846,900		2,652,400
Repurchase of Class A Common Stock | $						$ 27,500,000
Dividends declared (in dollars per share) | $ / shares			$ 0.05
Class A Common Stock | Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends paid to Class A Common Stock shareholders | $		$ 1,100,000
Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equal annual installments | installment				3		3
Granted shares issued (in shares) | shares				372,800
Value of shares granted | $				$ 3,800,000
Unrecognized expense related to restricted shares issued | $				$ 7,300,000		$ 7,300,000
Weighted average period (in years)				2 years 2 months 12 days
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted shares issued (in shares) | shares				123,600
Unrecognized expense related to restricted shares issued | $				$ 4,700,000		$ 4,700,000
Weighted average period (in years)				1 year 7 months 6 days
Performance period (in years)				3 years
PSUs | Scenario 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted shares issued (in shares) | shares				62,000
Performance Shares, Relative Grant Date
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted shares issued (in shares) | shares				61,800
Number of target shares granted to employees (in dollars per share) | $ / shares				$ 14.13
Performance Shares, Relative Grant Date | Scenario 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted shares issued (in shares) | shares				31,000
Number of target shares granted to employees (in dollars per share) | $ / shares				$ 9.57
Performance Shares, Absolute Grant Date
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted shares issued (in shares) | shares				61,800
Number of target shares granted to employees (in dollars per share) | $ / shares				$ 11.35
Performance Shares, Absolute Grant Date | Scenario 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted shares issued (in shares) | shares				31,000
Number of target shares granted to employees (in dollars per share) | $ / shares				$ 10.54

XML

Risk Concentrations (Details) - Customer Concentration Risk	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue | Customer One
Customer Concentrations
Concentration risk (as a percent)	12.00%	10.00%
Revenue | Customer Two
Customer Concentrations
Concentration risk (as a percent)	11.00%	10.00%
Revenue | Customer Three
Customer Concentrations
Concentration risk (as a percent)	10.00%
Revenue | Customer Four
Customer Concentrations
Concentration risk (as a percent)	10.00%
Accounts Receivable | Customer One
Customer Concentrations
Concentration risk (as a percent)	43.00%	15.00%
Accounts Receivable | Customer Two
Customer Concentrations
Concentration risk (as a percent)	43.00%	15.00%
Accounts Receivable | Customer Three
Customer Concentrations
Concentration risk (as a percent)	43.00%
Accounts Receivable | Customer Four
Customer Concentrations
Concentration risk (as a percent)	43.00%

XML

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Effective federal income tax rate (as a percent)	27.00%	24.00%
Texas margin tax, maximum statutory effective rate (as a percent)	0.75%

XML

Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Basic:
Income (loss) attributable to Ranger Energy Services, Inc.	$ (0.8)	$ 6.2
Net income (loss) attributable to Class A Common Stock	(0.8)	6.2
Diluted:
Income (loss) attributable to Ranger Energy Services, Inc.	(0.8)	6.2
Net income (loss) attributable to Class A Common Stock	$ (0.8)	$ 6.2
Weighted average shares (denominator):
Weighted average number of shares - basic (in shares)	22,738,286	24,940,335
Effect of share-based awards (in shares)	183,998	269,645
Weighted average number of shares - diluted (in shares)	22,922,284	25,209,980
Basic income (loss) per share (in dollars per share)	$ (0.04)	$ 0.25
Diluted income (loss) per share (in dollars per share)	$ (0.03)	$ 0.25
Equity based awards
Weighted average shares (denominator):
Antidilutive securities (in shares)	100,000	200,000

XML

Segment Reporting (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Number of reportable segments | segment	3
Segment Reporting
Revenue	$ 136.9	$ 157.5
Cost of services	120.8	130.9
Depreciation and amortization	11.2	10.0
Operating income (loss)	(0.5)	9.2
Net income (loss)	(0.8)	6.2
Capital expenditures	6.5	7.7
Operating Segments | High Specification Rigs
Segment Reporting
Revenue	79.7	77.5
Cost of services	66.3	60.1
Depreciation and amortization	5.6	5.5
Operating income (loss)	7.8	11.9
Net income (loss)	7.8	11.9
Capital expenditures	3.9	2.1
Operating Segments | Wireline Services
Segment Reporting
Revenue	32.8	49.9
Cost of services	32.6	45.7
Depreciation and amortization	3.1	2.4
Operating income (loss)	(2.9)	1.8
Net income (loss)	(2.9)	1.8
Capital expenditures	0.9	1.3
Operating Segments | Processing Solutions and Ancillary Services
Segment Reporting
Revenue	24.4	30.1
Cost of services	21.9	25.1
Depreciation and amortization	2.0	1.6
Operating income (loss)	0.5	3.4
Net income (loss)	0.5	3.4
Capital expenditures	1.7	4.3
Segment Reconciling Items
Segment Reporting
Revenue	0.0	0.0
Cost of services	0.0	0.0
Depreciation and amortization	0.5	0.5
Operating income (loss)	(5.9)	(7.9)
Net income (loss)	(6.2)	(10.9)
Capital expenditures	$ 0.0	$ 0.0

XML

Subsequent Events (Details)	May 07, 2024 $ / shares
Subsequent event
Subsequent Event [Line Items]
Dividends declared (in dollars per share)	$ 0.05