8-K
NATURAL GAS SERVICES GROUP INC (NGS)
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): July 30, 2025
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| Colorado | 1-31398 | 75-2811855 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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)).
| Securities registered pursuant to Section 12(b) of the Act: | ||
|---|---|---|
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 | NGS | NYSE |
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 7.01 Regulation FD Disclosure
On July 30, 2025, the Company issued a press release announcing a dividend declared by the Company’s Board of Directors on July 30, 2025. A copy of the press release is attached as an exhibit to this Current Report on Form 8-K.
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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On July 30, 2025, the Company announced that its Board of Directors has declared the first-ever quarterly cash dividend of $0.10 per share of common stock, or $0.40 per share of common stock on an annualized basis. This cash dividend is expected to be paid on August 22, 2025 to all shareholders of record as of the close of business on August 8, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The Exhibit listed below is furnished as an Exhibit to this Current Report on Form 8-K.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued July 30, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| NATURAL GAS SERVICES GROUP, INC. | |||
|---|---|---|---|
| Date: | July 30, 2025 | By: | /s/ Justin C. Jacobs |
| Justin C. Jacobs | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) |
Document
Exhibit 99.1
Natural Gas Services Group, Inc. Initiates First Quarterly Dividend
Announces 2025 Second Quarter Earnings Release and Conference Call Schedule
Midland, Texas, July 30, 2025 -- Natural Gas Services Group, Inc. (NYSE: NGS), (“NGS” or the “Company”), a leading provider of natural gas compression equipment, technology, and services to the energy industry, today announced that its Board of Directors has declared the first-ever quarterly cash dividend of $0.10 per share of common stock, or $0.40 per share of common stock on an annualized basis. This cash dividend will be paid on August 22, 2025 to all stockholders of record as of the close of business on August 8, 2025.
Justin Jacobs, Chief Executive Officer of NGS stated, “This dividend marks a significant milestone in the history of NGS. It is a testament to our strong financial performance, confidence in the future of our business, and commitment to delivering long-term shareholder value. We believe now is an ideal time to initiate a modest dividend as our business continues to grow and take market share, and our balance sheet and low leverage ratio have us in perhaps the best financial position in the industry. The initial dividend represents the beginning of our shareholder return of capital plan—we expect this plan to grow as our business continues to expand faster than our competition.”
Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Board of Directors.
NGS also announced today that it will release its second quarter 2025 financial results on Monday, August 11, 2025, after the market closes via press release and made available on the Company’s website (http://www.ngsgi.com/). Management will host a conference call to review the results and provide an update on business operations at 8:30 a.m. (EDT), 7:30 a.m. (CDT) on Tuesday, August 12, 2025.
To join the conference call, kindly access the Investor Relations section of our website (http://www.ngsgi.com/) or dial in at (800) 550-9745 and enter conference ID: 167298 at least five minutes prior to the scheduled start time. Please note that using the provided dial-in number is necessary for participation in the Q&A section of the call. A recording of the conference will be made available on our Company's website following its conclusion. Thank you for your interest in our company's updates.
Forward-Looking Statements
Certain statements in this release regarding future cash dividends may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Future dividends or dividends at any particular rate is subject to the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination by the Board of Directors that dividends are in the best interests of our shareholders.
About Natural Gas Services Group, Inc.
Natural Gas Services Group is a leading provider of natural gas compression equipment, technology and services to the energy industry. The Company designs, rents, sells and maintains natural gas compressors for oil and natural gas production and plant facilities, primarily using equipment from third-party fabricators and OEM suppliers along with limited in-house assembly. The Company is headquartered in Midland, Texas, with a fabrication facility located in Tulsa, Oklahoma, and service facilities located in major oil and natural gas producing basins in the U.S. Additional information can be found at www.ngsgi.com
For Additional Information:
Anna Delgado – Investor Relations
(432) 262-2700
ir@ngsgi.com
www.ngsgi.com