8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 23, 2026

NATURAL GAS SERVICES GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

404 Veterans Airpark Lane, Suite 300

Midland, TX 79705

(Address of Principal Executive Offices)

(432) 262-2700

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

On January 23, 2026, Stephen C. Taylor notified Natural Gas Services Group, Inc. (the “Company”) that he has decided to retire and will not seek re-election of his position as a member of the Board of Directors (the “Board”) of the Company. Mr. Taylor will continue to serve the remainder of his term on the Board which will expire as of the date of the 2026 Annual Meeting of Shareholders. Mr. Taylor’s decision to retire and not seek re-election to the Board was not the result of any disagreement with the Company or the Board.

Item 7.01    Regulation FD Disclosure

On January 27, 2026, the Company issued a press release announcing the retirement of Mr. Taylor. A copy of this press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference.

The press release filed herewith as Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this Current Report on Form 8-K:

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.

Document

Exhibit 99.1

NGS Announces Retirement Plans of Chairman Emeritus and Director Stephen Taylor

Midland, TX, January 27, 2026 — Natural Gas Services Group, Inc. (“NGS” or the “Company”), a leading provider of natural gas compression equipment, technology, and services to the energy industry, today announced that Stephen Taylor, Chairman Emeritus and member of the Board of Directors, has informed the Company that he will retire as a Director at the 2026 Annual Meeting of Shareholders and not stand for re-election to the Board. His retirement will conclude over two decades of extraordinary leadership and service to the Company.

Mr. Taylor served as Chief Executive Officer and Chairman of the Board for nearly 20 years, a period during which NGS experienced significant growth, developed new operational capabilities, and navigated multiple challenging business cycles. Under his leadership, the Company expanded its national footprint, broadened its equipment portfolio, and established a large horsepower fleet.

During his tenure, NGS transformed from a small compression fabricator into a large-scale rental compression platform serving major U.S. oil and gas basins. The Company’s growth in fleet size, service infrastructure, and customer reach under Mr. Taylor’s direction played a central role in positioning NGS as an industry leader.

In February 2024, Mr. Taylor completed a planned leadership transition by successfully passing the role of Chief Executive Officer to Justin Jacobs. Following that transition, he continued to serve as a director and acted as an important advisor to the new CEO during Mr. Jacobs’ early tenure. In June 2025, he transitioned from Chairman of the Board to Chairman Emeritus, continuing to provide institutional knowledge and guidance.

“On behalf of the Board and the entire organization, I want to express our deepest gratitude to Steve for his extraordinary leadership and long-standing commitment to NGS,” said Justin Jacobs, Chief Executive Officer. “Steve’s vision, discipline, and steady hand over two decades helped build a durable business with strong fundamentals. His guidance during my transition into the CEO role was invaluable, providing confidence and continuity for our employees, customers, and shareholders. His legacy is woven into the fabric of this Company.”

Don Tringali, Chairman of the Board, added: “Steve’s leadership shaped NGS into the strong, resilient company it is today. Even after stepping down as CEO and Chairman, Steve continued to serve with humility, insight, and unwavering dedication. The Board and our shareholders have benefited immensely from his wisdom and steady guidance. We are grateful for his decades of service and wish him the very best in his well-earned retirement.”

Mr. Taylor reflected on his decision to retire, saying, “It has been a tremendous privilege to serve NGS over these many years. I am deeply proud of what we have built together—from our early beginnings to our emergence as a trusted leader in natural gas compression. Our achievements are the result of the hard work, integrity, and dedication of the people of this Company. I want to thank our employees, customers, partners, and shareholders for their unwavering support. I retain a significant equity interest in the company and with a strong leadership team and Board, a clear strategy, and a culture grounded in operational excellence, I have full confidence in the Company’s continued success. I look forward to seeing NGS reach new heights in the years ahead.”

The Board of Directors is engaged in its regular governance and succession planning processes and will announce any changes to Board composition if and when they develop. NGS expresses its sincere appreciation to Steve Taylor for his decades of service, leadership, and dedication to the Company, its people, and its stakeholders.

For Additional Information:

Glenn Wiener, Investor Relations

(432) 262-2700

ir@ngsgi.com

www.ngsgi.com

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