rng-20251107

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 7, 2025


Ranger Energy Services, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-38183	81-5449572
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10350 Richmond, Suite 550 Houston, Texas 77042 (713) 935-8900 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (713) 895-8900

Check the appropriate box below if the Form 8K 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-4(c))

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
NYSE Texas, Inc.

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.x☐

Explanatory Note

On November 7, 2025, Ranger Energy Services, Inc. (the “Company”), together with certain of its subsidiaries, consummated the transactions contemplated by that certain Membership Interest Purchase Agreement, by and between the Company and American Well Holdings, LLC, dated November 7, 2025, pursuant to which the Company acquired 100% of the ownership interests of American Well Intermediate Holdings, LLC, a Texas limited liability company (“AW Intermediate”), which is the sole owner of 100% of the ownership interests of American Well Services, LLC, a Texas limited liability company (collectively with AWS Intermediate, “AWS” and the acquisition, the “AWS Acquisition”), which operates a fleet of high specification rigs and complimentary supporting equipment primarily within the Permian Basin, as previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 10, 2025 (the “Original Ranger Form 8-K”).

This Amendment No. 1 to the Original Form 8-K (this “Amendment”) is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.

Except as described above, no other modifications to the Original Ranger Form 8-K are being made by this Amendment. This Amendment should be read in conjunction with the Original Ranger Form 8-K, which provides a more complete description of the AWS Acquisition.

The pro forma financial information included as Exhibit 99.3 to this Amendment has been presented for illustrative purposes only, as required by Form 8-K, and is not intended to, and does not purport to, represent what the combined company’s actual results or financial condition would have been if the AWS Acquisition had occurred on the relevant date, and is not intended to project the future results or financial condition that the combined company may achieve following the AWS Acquisition.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

•Audited consolidated financial statements of AWS as of and for the year ended December 31, 2024, and the related notes to the consolidated financial statements, attached as Exhibit 99.1 hereto; and

•Unaudited interim condensed consolidated financial statements of AWS as of September 30, 2025 and for the nine months ended September 30, 2025, and the related notes to the condensed consolidated financial statements, attached as Exhibit 99.2 hereto.

(b) Pro Forma Financial Information

The following unaudited condensed combined pro forma financial information of the Company, giving effect to the AWS Acquisition, attached as Exhibit 99.3 hereto;

•Unaudited condensed combined pro forma Balance Sheet as of September 30, 2025;

•Unaudited condensed combined pro forma Statements of Operations for the year ended December 31, 2024 and the nine months ended September 30, 2025; and

•Notes to the unaudited condensed combined pro forma financial statements.


Exhibit No.						Description
23.1						Consent of Weaver and Tidwell, L.L.P.
99.1						Audited Consolidated Financial Statements of American Well Intermediate Holdings , LLC as of and for the year ended December 31, 2024
99.2						Unaudited Interim Condensed Consolidated Financial Statements of American Well Intermediate Holdings , LLC as of and for the nine months ended September 30, 202 5
99.3						Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025 and the Unaudited P ro Forma Condensed Combined Statement of Operations for the year ended Dece mber 31, 2024 and for the nine months ended September 30, 2025 giving effect to the acquisition of American Well Intermediate Holdings, LLC
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, thereunto duly authorized.


Ranger Energy Services, Inc.


/s/ Melissa Cougle						January 20, 2026
Melissa Cougle						Date
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Exhibit 99.1

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC

AND SUBSIDIARY

Consolidated Financial Report

December 31, 2024

Exhibit 99.1

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

INDEX TO FINANCIAL STATEMENTS


						Page
Independent Auditor’s Report
Consolidated Balance Sheet						1
Consolidated Statements of Income						2
Consolidated Statement of Changes in Member’s Equity						3
Consolidated Statement of Cash Flows						4
Notes to the Consolidated Financial Statements						5

Exhibit 99.1

Independent Auditor’s Report

To the Board of Directors and Management

of American Well Intermediate Holdings, LLC and Subsidiary

Opinion

We have audited the consolidated financial statements of American Well Intermediate Holdings LLC and Subsidiary (the Company), which comprise the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of income, changes in member’s equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the consolidated financial statements are issued, or, when applicable, one year after the date that the consolidated financial statements are issued or available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

Exhibit 99.1

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control – related matters that we identified during the audit.

/s/

WEAVER AND TIDWELL, L.L.P.

Midland, Texas

January 12, 2026

Exhibit 99.1

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2024




Assets
Cash	$	15,628,580
Accounts receivable, net	19,583,284
Contract assets	836,167
Other receivables	50,480
Employee retention credit receivable	1,065,000
Prepaid expenses and other assets	3,848,715
Total current assets	41,012,226

Property and equipment, net	43,939,336
Operating lease right-of-use assets, net	6,257,722
Finance lease right-of-use assets, net	6,288,632
Goodwill, net	10,861,964

Total assets	$	108,359,880

Liabilities and Members' Equity
Accounts payable	$	8,515,209
Related-party accounts payable	2,322,388
Accrued expenses	3,593,218

Operating lease liabilities, current portion	531,751
Finance lease liabilities, current portion	3,672,803
Notes payable, current portion	3,048,784
Total current liabilities	21,684,153

Line of credit	5,000,000
Operating lease liability, less current portion	5,733,158
Finance lease liability, less current portion	2,714,467
Notes payable, less current portion	10,173,321
Advance from related party	2,304,785
Total liabilities	47,609,884



Members’ equity	60,749,996
Total members’ equity	60,749,996
Total liabilities and members' equity	108,359,880

The Notes to Consolidated Financial Statements are an integral part of this consolidated statement.

Exhibit 99.1

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2024





Revenues	$	169,360,722
Cost of revenues	143,800,767
Gross profit	25,559,955

Operating expenses	10,950,162

Operating income	14,609,793

Other income (expense)
Interest income	159,394
Interest expense	(2,725,833)
Gain (loss) on sale of property and equipment	922,888
Other income (expense)	911,420
Total other expense, net	(732,131)

Income before income taxes	13,877,662
State income tax expense	110,192
Net income	$	13,767,470

The Notes to Consolidated Financial Statements are an integral part of this consolidated statement.

Exhibit 99.1

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

YEAR ENDED DECEMBER 31, 2024





Balance, December 31, 2023	55,502,938
Distributions	(8,520,412)
Net income	13,767,470
Balance, December 31, 2024	$	60,749,996

The Notes to Consolidated Financial Statements are an integral part of this consolidated statement.

Exhibit 99.1

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2024




Cash Flows from Operating Activities
Net income	$	13,767,470
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	14,049,518
Amortization of finance leases	2,995,043
Amortization of other intangible asset	125,001
Gain on sale of rental equipment	(922,888)
Provision for credit losses	(66,646)
Right-of-use amortization	2,196,965
Changes in operating assets and liabilities
Accounts receivable	(362,298)
Contract assets	(212,745)
Other receivables	440,637

Prepaid expenses and other assets	(1,948,061)
Accounts payable	3,841,264
Related-party payables	(635,214)
Accrued expenses	165,342
Operating lease liabilities	(2,220,550)
Net cash provided by operating activities	31,212,838

Cash Flows from Investing Activities
Purchases of equipment	(10,332,218)
Proceeds from equipment sold	1,681,089
Net cash used in investing activities	(8,651,129)

Cash Flows from Financing Activities
Proceeds from line of credit	1,750,000
Payments on line of credit	(4,400,000)
Proceeds from notes payable	4,755,600
Repayments of notes payable	(2,853,510)
Payments on contingent considerations	(2,000,000)
Advance from related party	1,529,563
Payments on advance from related party	(792,572)
Payments of finance lease liability	(2,911,915)

Distributions	(8,520,412)
Net cash used in financing activities	(13,443,246)

Net change in cash	9,118,463
Cash, Beginning of Year	6,510,117
Cash, End of Year	$	15,628,580

Supplemental Disclosure of Cash Flow Information
Finance lease, right-of-use assets and associated liability	$	2,410,848
Cash paid during the year for taxes	$	110,192
Cash paid during the year for interest	$	2,725,833

The Notes to Consolidated Financial Statements are an integral part of this consolidated statement.

Exhibit 99.1

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Summary of Significant Accounting Policies

Organization and Nature of Operations

American Well Intermediate Holdings, LLC (the Company) was formed on October 1, 2018, as a limited liability company. The Company’s primary business activity is to provide services and rental equipment to oil and gas companies exploring for and producing crude oil and natural gas, primarily in Texas. The Company’s corporate office is located in Midland, Texas.

Principles of Consolidation

The consolidated financial statements and related notes include the accounts of the Company and its wholly owned subsidiary, American Well Services, LLC. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements.

Accounting Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to use estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company regularly maintains their cash in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses with respect to the related risks to cash and cash equivalents and do not believe their exposure to such risk is more than nominal.

The Company considers all demand deposits in banks and highly liquid short-term investments with original maturities of three months or less at the time of issuance as cash and cash equivalents. These balances are carried at cost, which approximates fair value. The Company places its cash in high credit quality institutions and do not anticipate any losses of cash in excess of the Federal Deposit Insurance Corporation (FDIC) limits, which cover deposits up to $250,000.

Receivables and Credit Policies

Accounts receivable are stated at the amounts management expects to collect from outstanding balances and are considered to be past due if any portion of the receivable balance is outstanding for more than 30 days, or longer if contract terms specifically denote a longer payment period. Management will periodically review all receivable balances and, based on an assessment of current creditworthiness, estimate the portion, if any, of the balance that will not be collected. Balances that are still outstanding after management has used reasonable collection efforts are written off to the provision for credit losses in the current period in which amounts are determined to be uncollectible.

The Company recognizes an allowance for losses on accounts receivable in an amount equal to the current expected credit loss. The estimation of the allowance is based on an analysis of historical loss experience, current receivables aging, and management’s assessment of current conditions and reasonable and supportable expectation of future conditions, as well as an assessment of specifically identifiable customer accounts considered at risk or uncollectible. The Company assesses collectability by pooling receivables where similar characteristics exist and evaluates receivables individually when specific customer balances no longer share those risk characteristics and are considered at risk or uncollectible.

The allowance for credit losses related to receivables is insignificant to the consolidated financial statements as of December 31, 2024. Bad debt expense totaled $66,646 for the year ended December 31, 2024. Accounts receivable, net at January 1, 2024, totaled $18,847,243.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets for financial reporting purposes. Expenditures for major renewals and betterments that extend the useful lives are capitalized. Expenditures for normal maintenance and repairs are expensed as incurred. The cost of property and equipment sold or retired, and the related accumulated depreciation are eliminated from the accounts and any gains or losses are recognized in the consolidated statements of income.

Exhibit 99.1

Estimated useful lives for the major categories of depreciable assets are as follows:


Machinery and equipment			2 to 10 years
Vehicles			5 years
Buildings and improvements			5 to 25 years
Office equipment			3 to 5 years

Depreciation expense related to property and equipment was $14,049,518 for the year ended December 31, 2024, and is included in both cost of revenues and operating expenses in the consolidated statement of income.

Prepaids and Other Assets

Prepaids and other assets consist of items like prepaid insurance, rent, and rig inspections.

Goodwill

Goodwill represents the cost in excess of the fair value of net assets acquired in business combinations and is not amortized. Goodwill is evaluated for impairment at least annually, or more frequently in certain circumstances in accordance with FASB ASC 350, Goodwill and Other. Management has determined there are no impairment losses of goodwill during the year ended December 31, 2024.

Impairment of Long–lived Assets

Long-lived assets to be held and used by the Company are reviewed periodically to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases its evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the identifiable cash flows. If an impairment has occurred, the Company recognizes a loss in operations for the difference between the carrying amount and the fair value of the asset. No loss was recognized for the year ended December 31, 2024.

Accrued Expenses

Accrued expenses consist primarily of accrued payroll and self-funded health insurance costs.

Revenue Recognition

The Company’s revenue is primarily generated from various services provided to oil and gas companies exploring and producing crude oil and natural gas. Through execution of services provided, the Company recognizes revenue with continuous transfer of control to the customer. The Company’s customer typically controls the work in process as evidenced either by contractual termination clauses or by the Company’s right to payment for work performed to date plus a reasonable profit. Because control transfers over time, revenue is recognized to the extent of progress towards completion of the performance obligations. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services provided. Contract assets represent the Company’s right to consideration based on satisfied performance obligations from contracts with customers and consist solely of accrued revenues as of December 31, 2024. Contract assets totaled $836,167 and $623,422, at December 31, 2024 and January 1, 2024, respectively.

Advertising

Advertising costs are expensed as incurred. Advertising costs incurred were $404,068 for the year ended December 31, 2024, and are included in expenses in the consolidated statement of income.

Income Taxes

The Company is a pass-through entity for U.S. tax purposes. Under the existing provisions of the Internal Revenue Code, a pass-through entity is exempt from U.S. federal income tax other than tax on certain capital gains and passive income. The income or loss of a pass-through entity is passed through to the owners who include their share of the Company’s separately stated items of income, deduction, loss, and credit and their share of non-separately stated income or loss. Accordingly, no provision for U.S. federal income tax has been provided for in the accompanying consolidated financial statements since the

Exhibit 99.1

owners report their share of the Company’s taxable income or loss in their income tax return. Provisions for state taxes are based on the gross profit margin of the Company.

Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more likely than not threshold, it is then measured to determine the amount of expense to record in the consolidated financial statements. The tax expense recorded would equal the largest amount of expense related to the outcome that is 50% or greater likely to occur. The Company classifies any potential accrued interest recognized on an underpayment of income taxes as interest expense and classifies any statutory penalties recognized on a tax position taken as operating expense. Management of the Company has not taken a tax position that, if challenged, would be expected to have a material effect on the consolidated financial statements as of December 31, 2024, or for the year then ended.

The Company did not incur any penalties or interest related to its state tax returns during the year ended December 31, 2024.

Under the new centralized partnership audit rules effective for tax years beginning after 2017, the Internal Revenue Service (IRS) assesses and collects underpayments of tax from the Company instead of from each member. The Company may be able to pass the adjustments through to its members by making a push-out election or, if eligible, by electing out of the centralized partnership audit rules.

The collection of tax from the Company is only an administrative convenience for the IRS to collect any underpayment of income taxes including interest and penalties. Income taxes on Company income, regardless of who pays the tax or when the tax is paid, is attributed to the members. Any payment made by the Company as a result of an IRS examination will be treated as a distribution from the Company to the members in the consolidated financial statements.

At December 31 2024, the Company recognized an accrued liability for the Texas Margin Tax of $125,000.

Exhibit 99.1

Note 2 — Property and Equipment

Property and equipment consists of the following as of December 31, 2024:


Machinery and equipment	$	92,242,821
Vehicles	7,205,461
Buildings and improvements	3,219,742
Land	2,186,064
Office equipment	4,203
Property and equipment	104,858,291
Less: Accumulated depreciation	(60,918,955)
Property and equipment, net	$	43,939,336

Note 3 — Other Intangibles

Definite lived intangible assets consists of the following as of December 31, 2024:




Customer relationship	4,000,000
	4,000,000
Accumulated amortization	(4,000,000)
Intangible assets, net	$	—

Amortization expense for definite lived intangibles for the year ended December 31, 2024, was $1125,001.

Note 4 — Fair Value Measurement

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-tier hierarchy that is used to identify assets and liabilities measured at fair value. The hierarchy focuses on the inputs used to measure fair value and requires that the lowest level input be used.

The three levels defined are as follows:

•Level 1 – Observable inputs that are based upon quoted market prices for identical assets or liabilities within active markets.

•Level 2 – Observable inputs other than Level 1 that are based upon quoted market prices for similar assets or liabilities, based upon quoted prices within inactive markets, or inputs other than quoted market prices that are observable through market data for substantially the full term of the asset or liability.

•Level 3 – Inputs that are unobservable for the particular asset or liability due to little or no market activity and are significant to the fair value of the asset or liability. These inputs reflect assumptions that market participants would use when valuing the particular asset or liability.

The Company’s contingent consideration was considered a Level 3 financial instrument and was measured based on expected future revenues on certain contracts. The contingent consideration balance was $0 as of December 31, 2024.

The following table presents the changes in Level 3 instruments measured on a recurring basis for the year ended December 31, 2024:



Beginning balance	$	2,000,000
Payments on contingent consideration	(2,000,000)
Ending balance	$	—

Exhibit 99.1

Note 5 — Leases

The Company has leases for its yards, off-site employee living quarters, office spaces, and certain equipment. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets and operating lease liabilities on the consolidated balance sheets. Finance leases are included in long term assets and finance lease liabilities on the consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. If the lease provides an implicit rate, the Company uses that rate for determining lease value. If an implicit rate is unavailable, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight- line basis over the lease term.

In evaluating contracts to determine if they qualify as a lease, the Company considers factors such as if it has obtained substantially all of the rights to the underlying asset through exclusivity, if it can direct the use of the asset by making decisions about how and for what purpose the asset will be used and if the lessor has substantive substitution rights. This evaluation may require significant judgment.

The Company’s office lease agreements contain lease and non-lease components, which are accounted for as separate components. For these leases, there may be variability in future lease payments as the amount of non- lease component is typically revised from one period to the next. These variable lease payments are recognized in operating expenses in the period in which the obligation for those payments was incurred.

The components of lease expense during the year ended December 31, 2024 were as follows:


	2024
Operating lease cost operating expenses)	$	2,220,550
Finance lease cost
Amortization of right-of-use assets	2,995,043
Interest of lease liabilities	493,893
Total lease cost	$	5,709,486

Other information related to leases as of December 31, 2024 is as follows:


	2024
Weighted-Average Remaining Lease Term
Operating leases	6.76 years
Finance leases	2.29 years

Weighted-Average Discount Rate
Operating leases	1.37	%
Finance leases	7.63	%

Exhibit 99.1

Future minimum lease payments under the agreement as of December 31, 2024 are as follows:


Year Ending December 31,	Operating Lease		Finance Leases		Total
2025	$	531,751	$	3,672,803	$	4,204,554
2026	577,660		1,625,836		2,203,496
2027	628,101		726,837		1,354,938
2028	688,837		598,923		1,287,760
2029	745,084		25,322		770,406
Thereafter	6,163,543		—		6,163,543
Total future minimum lease payments	9,334,976		6,649,721		15,984,697
Less imputed interest	(3,070,067)		(262,451)		(3,332,518)
Total	$	6,264,909	$	6,387,270	$	12,652,179

Exhibit 99.1

Note 6 — Line of Credit

During March 2023, the Company entered into a revolving credit agreement with Mabrey Bank. The line of credit had a maximum borrowing amount of $10,000,000, subject to a borrowing base calculation, and a maturity date of December 2025. Amounts borrowed under the line of credit bear interest at the Prime Rate, and at no time would the interest rate by less than 5.5%. The interest rate was 7.7% at December 31, 2024. The line of credit is secured by all of the assets of the Company. As of December 31, 2024, the balance on the revolving credit facility totaled $5,000,000.

The line of credit agreements contain various debt covenants, including a funded debt to EBITDA ratio and tangible new worth ratio.

Exhibit 99.1

Note 7 — Notes Payable

The Company’s notes payable consists of the following as of December 31, 2024:


	2024
Various notes payable to financial institutions with interest rates ranging from 6.525 to 10.5% and maturity dates ranging from September 2024 to September 2027; payments due monthly in amounts ranging from $861 to $2,261; secured by underlying assets.	$	722,105
Note payable to a financial institution maturing December 20, 2029; monthly principal and interest payments of $194,967, with interest equal to Prime, which was 7.6% at December 31, 2024; secured by the assets of the Company.	12,000,000
Subordinated note payable maturing on November 6, 2025, with monthly payments of $50,000 until the date of maturity. The note is guaranteed by a member of the Company.	500,000
Less current maturities	3,048,784
Total long-term portion of notes payable	$	10,173,321

Future principal maturities of notes payable are as follows as of December 31, 2024:


Year Ending December 31,	Amount
2025	$	3,048,784
2026	2,561,342
2027	2,633,039
2028	2,485,904
2029	2,493,036
Total	$	13,222,105

The Notes Payable Credit Arrangement contains various debt covenants, including a funded debt to EBITDA ratio and tangible net worth ratio.

Note 8 — Commitments and Contingencies

Litigation

The Company is involved in various suits and claims arising in the normal course of business. In management’s opinion, the ultimate outcome of these items will not have a material adverse effect on the Company’s consolidated results of operations or financial position.

Major Customers

Major customers are defined as those comprising more than 10% of the Company’s annual revenues. Major suppliers are defined as those comprising more than 10% of the Company’s annual expenses. For the year ended December 31, 2024, the Company had one customer representing a total of 63% of annual revenues. The Company had two customers representing a total of 78% of accounts receivable as of December 31, 2024. As of December 31, 2024, one supplier represented 12% of accounts payable.

Note 9 — Related Party Transactions

The Company enters into transactions with related parties, mainly related to purchase of equipment and working capital fundings. The Company provides services to another business under common ownership. The Company was owed from this related party $308,965 as of December 31, 2024.

In addition, the Company pays a monthly management fee to an affiliate which totaled $5,375,157 for the year ended December 31, 2024, which is included in general and administrative expenses in the consolidated statements of income.

Exhibit 99.1

In 2023, the Company received an advance from its management company that was utilized to purchase vehicles. The advance carries interest at the Prime Rate plus a margin of 0.25% payable monthly and the advance is due in September 2026. Interest was equal to 7.75% as of December 31, 2024. Amounts owed under this agreement totaled $2,304,785 at December 31, 2024. There is no formal agreement for the advance, and the Company makes payments towards the balance outstanding at its discretion.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued, January 12, 2026. In March of 2025, the agreement for the revolving line of credit was amended to increase the borrowing base to $15,000,000 and extend the maturity date to March 10, 2026. The revolving line of credit was paid in full subsequent to year end. In May of 2025, the Company paid off its advance from its management company in full. The credit agreement between the financial institution and the related party was amended to name the Company as the borrower. This loan included borrowings up to $4,500,000 with interest equal to prime. Monthly payments equal to a percentage of principal outstanding, with remaining principal and accrued interest due and payable at maturity on May 7, 2028.

On November 7, 2025, the Company entered into a Membership Interest Purchase Agreement with Ranger Energy Services, Inc. (Ranger) to sell 100% of the ownership interests of American Well Intermediate Holdings, LLC, the sole owner of 100% of the ownership interests of American Well Services, LLC. The estimated purchase price was approximately $90,500,000, subject to certain adjustments, and includes $60,500,000 million in cash, 1,998,401 shares of Ranger’s Class A Common Stock, and a $5,000,000 contingent earnout payment based on the performance of the Company during the twelve months following the acquisition date. The transaction included the transfer of substantially all assets and liabilities of the Company. Management has evaluated this subsequent event and determined that no adjustments to the accompanying financial statements are necessary as a result of this transaction.

Exhibit 99.2

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025 and December 31, 2024,

and for the Nine Months Ended

September 30, 2025

Exhibit 99.2

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

INDEX TO INTERIM FINANCIAL STATEMENTS


						Page
Unaudited Interim Condensed Consolidated Balance Sheets						1
Unaudited Interim Condensed Consolidated Statements of Operations						2
Unaudited Interim Condensed Consolidated Statements of Members’ Equity						3
Unaudited Interim Condensed Consolidated Statements of Cash Flows						4
Notes to the Unaudited Interim Condensed Consolidated Financial Statements						5

Exhibit 99.2

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,		December 31,
	2025		2024
Assets
Cash	$	17,708,958	$	15,628,580
Accounts receivable, net	29,450,781		19,583,284
Contract assets	1,176,205		836,167
Other receivables	30,300		50,480
Employee retention credit receivable	1,065,000		1,065,000
Prepaid expenses and other assets	5,161,580		3,848,715
Total current assets	54,592,824		41,012,226

Property and equipment, net	41,143,739		43,939,336
Operating lease right-of-use assets, net	5,658,923		6,257,722
Finance lease right-of-use assets, net	3,407,008		6,288,632
Goodwill, net	10,861,964		10,861,964

Total assets	$	115,664,458	$	108,359,880

Liabilities and Members' Equity
Accounts payable	$	8,626,364	$	8,515,209
Related-party accounts payable	1,381,440		2,322,388
Accrued expenses	3,296,282		3,593,218

Operating lease liabilities, current portion	801,563		531,751
Finance lease liabilities, current portion	2,264,385		3,672,803
Notes payable, current portion	2,777,804		3,048,784
Total current liabilities	19,147,838		21,684,153

Line of credit	—		5,000,000
Operating lease liability, less current portion	4,842,421		5,733,158
Finance lease liability, less current portion	1,596,394		2,714,467
Notes payable, less current portion	12,606,296		10,173,321
Advance from related party	—		2,304,785
Total liabilities	38,192,949		47,609,884



Members’ equity	77,471,509		60,749,996
Total members’ equity	77,471,509		60,749,996
Total liabilities and members' equity	115,664,458		108,359,880

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Exhibit 99.2

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF INCOME


	Nine Months Ended September 30,
	2025
Revenues	$	144,676,871
Cost of revenues	114,486,730
Gross profit	30,190,141

Operating expenses	8,470,981

Operating income (loss)	21,719,160

Other income (expense)
Interest income	459,214
Interest expense	(1,370,350)
Gain (loss) on sale of property and equipment	1,363,485
Other income (expense)	26,669
Total other expense, net	479,018

Income before income taxes	22,198,178
State income tax expense	113,500
Net income	$	22,084,678

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Exhibit 99.2

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY


Balance, December 31, 2024	60,749,996
Distributions	(5,363,165)
Net income	22,084,678
Balance, September 30, 2025	$	77,471,509

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Exhibit 99.2

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


	Nine Months Ended September 30, 2025
Cash Flows from Operating Activities
Net income	$	22,084,678
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation	10,268,224
Amortization of finance leases	3,092,523

Gain on sale of rental equipment	(1,363,485)
Provision for credit losses	33,623
Right-of-use amortization	598,799
Changes in operating assets and liabilities
Accounts receivable	(9,901,120)
Contract assets	(340,038)
Other receivables	20,180

Prepaid expenses and other assets	(1,312,865)
Accounts payable	111,155
Related-party payables	(940,948)
Accrued expenses	(296,936)
Operating lease liabilities	(620,925)
Net cash provided by operating activities	21,432,865

Cash Flows from Investing Activities
Purchases of equipment	(8,158,185)
Proceeds from equipment sold	2,049,043
Net cash used in investing activities	(6,109,142)

Cash Flows from Financing Activities

Payments on line of credit	(5,000,000)
Proceeds from notes payable	8,544,534
Repayments of notes payable	(6,382,539)

Advance from related party	—
Payments on advance from related party	(2,304,785)
Payments of finance lease liability	(2,737,390)

Distributions	(5,363,165)
Net cash used in financing activities	(13,243,345)

Increase (decrease) in Cash, net	2,080,378
Cash, Beginning of Period	15,628,580
Cash, End of Period	$	17,708,958

Supplemental Disclosure of Non-cash Investing and Financing Activities
Finance lease, right-of-use assets and associated liability
Cash paid during the year for taxes	$	212,200
Cash paid during the year for interest	$	1,370,350

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Exhibit 99.2

AMERICAN WELL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARY

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Summary of Significant Accounting Policies

Organization and Nature of Operations

Principles of Consolidation

Accounting Estimates

Cash and Cash Equivalents

Receivables and Credit Policies

The allowance for credit losses related to receivables is insignificant to the consolidated financial statements as of September 30, 2025. Bad debt expense totaled $33,623 for the nine months ended September 30, 2025. Accounts receivable, net at January 1, 2025, totaled $19,583,284.

Property and Equipment

Exhibit 99.2

sold or retired, and the related accumulated depreciation are eliminated from the accounts and any gains or losses are recognized in the consolidated statements of income.

Estimated useful lives for the major categories of depreciable assets are as follows:


Machinery and equipment			2 to 10 years
Vehicles			5 years
Buildings and improvements			5 to 25 years
Office equipment			3 to 5 years

Depreciation expense related to property and equipment was $10,268,224 for the nine months ended September 30, 2025, and is included in both cost of revenues and operating expenses in the consolidated statement of income.

Prepaids and Other Assets

Prepaids and other assets consist of items like prepaid insurance, rent, and rig inspections.

Goodwill

Goodwill represents the cost in excess of the fair value of net assets acquired in business combinations and is not yet amortized. Goodwill is evaluated for impairment at least annually, or more frequently in certain circumstances in accordance with FASB ASC 350, Goodwill and Other. Management has determined there are no impairment losses of goodwill during the nine months ended September 30, 2025.

Impairment of Long–lived Assets

Accrued Expenses

Accrued expenses consist primarily of accrued payroll and self-funded health insurance costs.

Revenue Recognition

The Company’s revenue is primarily generated from various services provided to oil and gas companies exploring and producing crude oil and natural gas. Through execution of services provided, the Company recognizes revenue with continuous transfer of control to the customer. The Company’s customer typically controls the work in process as evidenced either by contractual termination clauses or by the Company’s right to payment for work performed to date plus a reasonable profit. Because control transfers over time, revenue is recognized to the extent of progress towards completion of the performance obligations. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services provided. Contract assets represent the Company’s right to consideration based on satisfied performance obligations from contracts with customers and consist solely of accrued revenues as of September 30, 2025. Contract assets totaled $1,176,205 and $836,167, at September 30, 2025 and January 1, 2025, respectively.

Advertising

Advertising costs are expensed as incurred. Advertising costs incurred were $249,958 for the nine months ended September 30, 2025, and are included in operating expenses in the consolidated statement of income.

Income Taxes

Exhibit 99.2

income or loss of a pass-through entity is passed through to the owners who include their share of the Company’s separately stated items of income, deduction, loss, and credit and their share of non-separately stated income or loss. Accordingly, no provision for U.S. federal income tax has been provided for in the accompanying consolidated financial statements since the owners report their share of the Company’s taxable income or loss in their income tax return. Provisions for state taxes are based on the gross profit margin of the Company.

The Company did not incur any penalties or interest related to its state tax returns during the nine months ended September 30, 2025.

At September 30, 2025, the Company recognized an accrued liability for the Texas Margin Tax of $34,690.

Exhibit 99.2

Note 2 — Property and Equipment

Property and equipment, net include the following:


	September 30, 2025		December 31, 2024
Machinery and equipment	$	94,091,223	$	92,242,821
Vehicles	10,332,197		7,205,461
Buildings and improvements	3,219,742		3,219,742
Land	2,186,064		2,186,064
Office equipment	4,203		4,203
Property and equipment	109,833,429		104,858,291
Less: Accumulated depreciation	(68,689,690)		(60,918,955)
Property and equipment, net	$	41,143,739	$	43,939,336

Note 3 — Leases

The components of lease expense was as follows:


	September 30, 2025
Operating lease cost (operating expenses)	$	620,925
Finance lease cost
Amortization of right-of-use assets	3,092,523
Interest of lease liabilities	210,899
Total lease cost	$	3,924,347

Exhibit 99.2

Other information related to leases is as follows:


	September 30, 2025
Weighted-Average Remaining Lease Term
Operating leases	6.01 years
Finance leases	1.54 years

Weighted-Average Discount Rate
Operating leases	1.37 %	%
Finance leases	7.63 %	%

Future minimum lease payments under the agreement are as follows:


For the nine months ending September 30,	Operating Lease		Finance Leases		Total
2025	$	182,046	$	1,224,268	$	1,406,314
2026	577,660		1,625,836		2,203,496
2027	628,101		726,837		1,354,938
2028	683,920		528,923		1,212,843
2029	750,420		25,322		775,742
Thereafter	5,625,437		—		5,625,437
Total future minimum lease payments	8,447,584		4,131,186		12,578,770
Less imputed interest	(2,803,600)		(270,407)		(3,074,007)
Total	$	5,643,984	$	3,860,779	$	9,504,763

Exhibit 99.2

Note 4 — Line of Credit

During March 2023, the Company entered into a revolving credit agreement with Mabrey Bank. The line of credit had a maximum borrowing amount of $10,000,000, subject to a borrowing base calculation, and a maturity date of December 2025. Amounts borrowed under the line of credit bear interest at the Prime Rate, and at no time would the interest rate by less than 5.5%. The interest rate was 7.7% on September 30, 2025. The line of credit is secured by all of the assets of the Company.

As of September 30, 2025, the revolving credit facility had been repaid in full and terminated, and there was no outstanding balance under the line of credit.

Exhibit 99.2

Note 5 — Notes Payable

The Company’s notes payable consists of the following:


	September 30, 2025
Various notes payable to financial institutions with interest rates ranging from 6.525 to 10.5% and maturity dates ranging from September 2024 to September 2027; payments due monthly in amounts ranging from $861 to $2,261; secured by underlying assets.	$	887,878
Note payable to a financial institution originally established as an advance from the Company's management company; interest payable monthly at Prime plus 0.25% through payoff in May 2025, after which the credit agreement was amended to name the Company as borrower; provides for borrowings up to $4,500,000 with interest equal to Prime and monthly payments based on a percentage of principal outstanding, with remaining principal and accrued interest due at maturity on May 7, 2028.	3,910,000
Note payable to a financial institution maturing December 20, 2029; monthly principal and interest payments of $194,967, with interest equal to Prime, which was 7.6% and 8.5% at December 31, 2024; secured by the assets of the Company.	10,200,000
Insurance premium finance note payable maturing October 8, 2025; eight monthly principal and interest payments of $345,18 with an annual percentage rate of 7.96%; secured by unearned insurance premiums associated with the financed policies.	336,222
Subordinated note payable maturing on November 6, 2025, with monthly payments of $50,000 until the date of maturity. The note is guaranteed by a member of the Company.	50,000
Less current maturities	2,777,084
Total long-term portion of notes payable	$	12,607,016

Future principal maturities of notes payable are as follows:


For the nine months ending September 30,	Amount
2025	$	1,121,091
2026	6,452,631
2027	2,479,328
2028	2,485,904
2029	2,484,950
Thereafter	360,196
Total	$	15,384,100

The Notes Payable Credit Arrangement contains various debt covenants, including a funded debt to EBITDA ratio and tangible net worth ratio.

Note 6 — Commitments and Contingencies

Litigation

Major Customers

Major customers are defined as those comprising more than 10% of the Company’s annual revenues. Major suppliers are defined as those comprising more than 10% of the Company’s annual expenses. For the nine months ended September 30, 2025, the Company had one customer representing a total of 70% of annual revenues. The Company had three customers representing a total of 81% of accounts receivable as of September 30, 2025. As of September 30, 2025, one supplier represented 10% of accounts payable.

Exhibit 99.2

Note 7 — Related Party Transactions

The Company enters into transactions with related parties, mainly related to purchase of equipment and working capital fundings. The Company provides services to another business under common ownership. The Company owed this related party $61,847 as of September 30, 2025.

In addition, the Company pays a monthly management fee to an affiliate which totaled $3,602,009 for the nine months ended September 30, 2025, which is included in general and administrative expenses in the consolidated statements of income.

Note 8 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

On November 7, 2025, the Company was sold to Ranger Energy Services, Inc. (Ranger) for an aggregate cash purchase price of $60,522,000. Additionally, the purchase price includes 1,998,401 Ranger shares and an earnout not to exceed $5,000,000 if certain EBITDA targets, as defined by the agreement, are met during the period from November 1, 2025 through October 31, 2026. The transaction included the transfer of substantially all assets and liabilities of the Company. Management has evaluated this subsequent event and determined that no adjustments to the accompanying financial statements are necessary as a result of this transaction.

Exhibit 99.3

RANGER ENERGY SERVICES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On November 7, 2025 (the “Acquisition Date”), Ranger Energy Services, Inc. (the “Company” or “Ranger”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with American Well Holdings, LLC to acquire 100% of the ownership interests of American Well Intermediate Holdings, LLC, the sole owner of 100% of the ownership interests of American Well Services, LLC (collectively with AWS Intermediate, “AWS” and the acquisition, the “AWS Acquisition”), which operates a fleet of high specification rigs and complementary supporting equipment primarily within the Permian Basin. The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet and statement of operations based upon the consolidated historical financial statements of Ranger and its subsidiaries and AWS after giving effect to the business combination between Ranger and AWS.

The underlying historical financial information has been derived from the unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2025 and the audited consolidated financial statements for the year ended December 31, 2024 of Ranger and AWS.

Information in the unaudited pro forma condensed combined financial statements is presented as follows:

•The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 includes adjustments for the acquisition of AWS as if the AWS Acquisition had been completed as of January 1, 2024.

•The unaudited pro forma condensed combined balance sheet as of September 30, 2025 includes adjustments for the acquisition of AWS, as if the AWS Acquisition had been completed on September 30, 2025.

The historical condensed financial information has been adjusted to give effect to adjustments that are necessary to account for the acquisition. The adjustments are based on currently available information and certain estimates and assumptions and therefore the actual effects of these transactions will differ from the pro forma adjustments.

The unaudited condensed pro forma financial information was prepared in accordance with Article 11 of Regulation S-X. The AWS Acquisition was accounted for using the acquisition method of accounting under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 805, Business Combinations (“ASC 805”). Accordingly, the preliminary purchase price as it relates to AWS was allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimates of fair value. The determination of the final fair values is dependent upon valuations as of the Acquisition Date and the final adjustments to the purchase price, which when they occur may result in an adjustment to the value of the acquired assets reflected in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and with:

•Unaudited interim condensed consolidated financial statements of Ranger as of and for the nine months ended September 30, 2025 contained in the Form 10-Q filed on November 10, 2025.

•Audited consolidated financial statements of Ranger as of and for the year ended December 31, 2024, contained in the Form 10-K filed on March 4, 2025.

•Audited consolidated financial statements of AWS as of and for the year ended December 31, 2024 contained in the Current Report on Form 8-K/A filed on January 20, 2026.

•Unaudited interim condensed consolidated financial statements of AWS as of and for the nine months ended September 30, 2025 contained in the Current Report on Form 8-K/A filed on January 20, 2026.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not purport to indicate the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the AWS Acquisition been consummated on the dates or for the periods presented. The unaudited pro forma condensed combined financial statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those illustrated.

Exhibit 99.3

RANGER ENERGY SERVICES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

(in millions)


	Ranger (Historical)		AWS (Historical)		Adjustments			Total Pro Forma Combined
Assets
Cash and cash equivalents	$	45.2	$	17.7	$	(50.3)	(b)	$	12.6
Accounts receivable, net	74.1		29.4		(3.7)		(c)	99.8
Contract assets	15.7		1.2		(1.2)		(c)	15.7
Other receivables	—		1.1		(1.1)		(a)	—
Inventory	4.0		—		0.2		(a)	4.2
Prepaid expenses and other current assets	7.8		5.2		(5.1)		(a)	7.9
Assets held for sale	0.4		—		—			0.4
Total current assets	147.2		54.6		(61.2)			140.6

Property and equipment, net	214.9		41.1		29.5		(d)	285.5
Intangible assets, net	5.0		—		—			5.0
Operating leases, right-of-use assets	4.9		5.7		1.2		(e)	11.8
Finance lease right-of-use assets, net	—		3.4		(0.4)		(a)	3.0
Goodwill, net	—		10.9		(8.7)		(f)	2.2
Other assets	0.8		—		—			0.8
Total assets	372.8		115.7		(39.6)			448.9

Liabilities and Stockholders' Equity
Accounts payable	24.3		8.6		(0.8)		(a)	32.1
Related-party accounts payable	—		1.4		(1.4)		(g)	—
Accrued expenses	25.5		3.3		0.7		(a)	29.5
Other financing liability, current portion	0.7		—		—			0.7
Short-term lease liability	8.5		3.1		—		(e)	11.6
Notes payable, current portion	—		2.8		(2.8)		(g)	—
Revolving line of credit	—		—		22.0		(b)	22.0
Other current liabilities	0.7		—		4.3		(a)	5.0
Total current liabilities	59.7		19.2		22.0			100.9


Long-term lease liability	11.4		6.4		1.0		(e)	18.8
Other financing liability	9.8		—		—			9.8
Deferred tax liability	21.8		—		—			21.8
Notes payable, less current portion	—		12.6		(12.6)		(g)	—

Other long-term liabilities	0.1		—		—			0.1
Total liabilities	102.8		38.2		10.4			151.4

Commitments and contingencies

Controlling stockholders' equity	270.0		77.5		(50.0)		(h)	297.5
Total stockholders' equity	270.0		77.5		(50.0)			297.5
Total liabilities and stockholders' equity	$	372.8	$	115.7	$	(39.6)		$	448.9

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements

Exhibit 99.3

RANGER ENERGY SERVICES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(in millions, except share and per share amounts)


	Ranger (Historical)		AWS (Historical)		Adjustments			Total Pro Forma Combined

Revenues	$	404.7	$	144.7				$	549.4

Operating expenses
Cost of services	339.5		114.5		(10.1)		(a)/(d)/(e)	443.9
General and administrative	20.7		8.5		(3.6)		(b)	25.6
Depreciation and amortization	32.5		—		12.0		(a)	44.5
Impairment of assets	0.4		—		—			0.4
Gain on sale of assets	(0.6)		(1.4)		—			(2.0)
Total operating expenses	392.5		121.6		(1.7)			512.4

Operating income	12.2		23.1		1.7			37.0

Other income and expenses
Interest expense, net	1.0		0.9		—		(c)	1.9
Other income, net	(1.9)		—		—			(1.9)
Total other expenses	(0.9)		0.9		—			—

Income before income tax expense	13.1		22.2		1.7			37.0
Income tax expense	4.0		0.1		5.4		(f)	9.5
Net income	$	9.1	$	22.1	$	(3.7)		$	27.5

Net income per share
Basic	$	0.41						$	1.14
Diluted	$	0.40						$	1.12
Weighted Average Shares Outstanding
Basic	22,208,218				1,998,401			24,206,619
Diluted	22,520,080				1,998,401			24,518,481

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements

Exhibit 99.3

RANGER ENERGY SERVICES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(in millions, except share and per share amounts)


	Ranger (Historical)		AWS (Historical)		Adjustments			Total Pro Forma Combined

Revenues	$	571.1	$	169.4				$	740.5

Operating expenses
Cost of services	472.8		143.8		(13.9)		(a)/(d)/(e)	602.7
General and administrative	27.8		11.0		(5.4)		(b)	33.4
Depreciation and amortization	44.1		—		16.9		(a)	61.0

Gain on sale of assets	(2.2)		(0.9)		—			(3.1)
Total operating expenses	542.5		153.9		(2.4)			694.0

Operating income	28.6		15.5		2.4			46.5

Other income and expenses
Interest expense, net	2.6		2.6		(0.8)		(c)	4.4
Other income, net	—		(0.9)		—			(0.9)
Total other expenses	2.6		1.7		(0.8)			3.5

Income before income tax expense	26.0		13.8		3.2			43.0
Income tax expense	7.6		0.1		3.6		(f)	11.3
Net income	$	18.4	$	13.7	$	(0.4)		$	31.7

Net income per share
Basic	$	0.82						$	1.29
Diluted	$	0.81						$	1.28
Weighted Average Shares Outstanding
Basic	22,518,726				1,998,401			24,517,127
Diluted	22,852,632				1,998,401			24,851,033

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements

Exhibit 99.3

Note 1 — Description of Transaction

The total estimated fair value of consideration transferred in the AWS Acquisition was of $92.7 million, consisting of $60.9 million in cash paid at closing, net of a $0.9 million working capital adjustment, 1,998,401 shares of Class A Common Stock issued to the seller, and a $4.3 million contingent consideration measured at fair value.

At closing, the Company paid $61.8 million in gross cash, which was subject to a working capital adjustment, resulting in net cash paid of $60.9 million. Pursuant to the Purchase Agreement, AWS is eligible to receive up to $5.0 million in contingent earnout payment based on the AWS business achieving $36 million of Adjusted EBITDA during the twelve months following the Acquisition Date. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity-based compensation, gain or loss on sale of assets, acquisition related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of assets, employee retention credit, inventory adjustment, and certain other cash and non-cash items that we do not view as indicative of our ongoing performance. The cash portion of the consideration was funded through borrowings under the Company’s Wells Fargo Revolving Credit Facility and available cash on hand.

Note 2 — Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared to give effect to the AWS Acquisition. The unaudited pro forma condensed combined financial information has been derived from historical financial statements of Ranger and AWS.

Ranger’s consolidated financial information has been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) as issued by the Financial Accounting Standards Board (“FASB”). AWS’s consolidated financial information has been prepared in accordance with GAAP.

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X. The AWS Acquisition was accounted for as using the acquisition method of accounting under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 805, Business Combinations (“ASC 805”). Management utilized their best estimates and assumptions to assign preliminary fair value to the assets acquired and liabilities assumed at the Acquisition Date. The determination of the final fair values and purchase price allocation is based on preliminary estimates and subject to final adjustments. Such adjustments could be material.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025, has been prepared assuming that AWS acquisition was consummated at that date.

Information in the unaudited pro forma condensed combined financial statements is presented as follows:

The historical condensed financial information has been adjusted to give effect to transaction accounting adjustments that are necessary to account for the acquisition. The adjustments are based on currently available information and certain estimates and assumptions and therefore the actual effects of these transactions will differ from the pro forma adjustments. The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies of Ranger. All material adjustments required to reflect the AWS Acquisition are set forth in the column labeled “Adjustments.”

The unaudited pro forma condensed combined financial statements have been prepared on the assumption that AWS will be treated as a corporation for federal income tax purposes. The Company does not initially expect to recognize any income tax effects as a result of the acquisition.

Exhibit 99.3

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations or the financial position of the company would have been had the acquisition occurred on the dates assumed, nor are they necessarily indicative of future results of operations or financial position.

Note 3 — Preliminary Purchase Price Allocation and Consideration Transferred

On November 7, 2025, Ranger acquired AWS and its net assets for a total estimated consideration transferred of $92.7 million, consisting of $60.9 million in cash paid at closing, net of a $0.9 million working capital adjustment, 1,998,401 shares of Class A Common Stock issued to the seller, and a $4.3 million contingent consideration measured at fair value.

The following table shows the total estimated fair value of consideration transferred and the preliminary allocation of the purchase price for AWS to the acquired identifiable assets and assumed liabilities at the preliminary fair value on the Acquisition Date. The preliminary purchase price was based on the net assets acquired on September 30, 2025 in accordance with ASC Topic 805, Business Combinations as follows, in millions:


Cash	$	6.3
Accounts receivable	25.7
Inventory	0.2
Prepaid and other current assets	0.1
Property and equipment	70.6
Operating leases, right-of-use asset	6.9
Finance lease right-of-use assets, net	3.0
Goodwill	2.2
Total assets acquired	115.0

Accounts payable	7.8
Accrued expenses	4.0
Short-term lease liability	3.1
Long-term lease liability	7.4
Total liabilities assumed	22.3
Total estimated purchase consideration transferred:
Cash	61.8

Net working capital adjustment	(0.9)
Equity issued	27.5
Contingent consideration	4.3
Total estimated fair value of consideration transferred	$	92.7

Net working capital represents the difference between specified current assets and current liabilities, as defined in the Purchase Agreement, measured as of the Acquisition Date. The preliminary net working capital adjustment reflected in the unaudited pro forma condensed combined financial statements is based on estimated balances as of September 30, 2025 and is subject to final settlement in accordance with the terms of the Purchase Agreement.

Equity issued represents the 1,998,401 shares of Class A Common Stock issued pursuant to the acquisition, valued at the Company’s stock price on the Acquisition Date of $13.75.

Contingent consideration represents the fair value of the earnout payable to the sellers based on the achievement of defined post-closing performance targets. The contingent consideration was measured at fair value as of the Acquisition Date and

Exhibit 99.3

classified as a Level 3 liability due to the use of unobservable inputs. The estimated fair value of $4.3 million was determined using a probability-weighted scenario analysis, which incorporates management’s estimates of the likelihood of achieving the applicable performance targets, discounted at the Company’s cost of debt as of the Acquisition Date. The contingent consideration is recorded as a liability in the unaudited pro forma combined balance sheet in accordance with ASC 805, Business Combinations. Subsequent changes in the fair value of the contingent consideration, if any, will be recognized in the period in which such change occurs.

Goodwill represents the excess of the estimated consideration transferred over the preliminary estimated fair value of the identifiable assets acquired and liabilities assumed. Based on management’s preliminary purchase price allocation, the Company recorded goodwill of approximately $2.2 million, which primarily reflects expected synergies from combining the operations of AWS with the Company’s existing business.

Note 4 — Unaudited pro forma condensed combined balance sheet adjustments and assumptions as of September 30, 2025

a.Reflects adjustments to record the preliminary estimated fair value of the identifiable assets acquired and liabilities assumed pursuant to the Purchase Agreement.

b.Reflects the payment of $61.8 million in gross cash, which was subject to a $0.9 million working capital adjustment, resulting in net cash paid of $60.9 million, funded through $22 million in borrowings under the Company’s Wells Fargo Revolving Credit Facility and $38.9 million available cash on hand, as described in Note 3. The adjustment also reflects $6.3 million of cash acquired, representing the portion of AWS’s $17.7 million of cash on hand that transferred at closing, with the remainder retained by AWS.

c.Adjustment of accounts receivable and contract assets to reflect the application of the Company’s current expected credit loss methodology under ASC 326, Financial Instruments — Credit Losses to the acquired balances.

d.Reflects an adjustment to increase property and equipment, net to reflect the preliminary estimated fair value of AWS’s property and equipment. These assets were valued as of the Acquisition Date by a third party using a combination of the cost approach and market approach.

e.Reflects the remeasurement of acquired right of use (“ROU”) leases at the present value of future lease payments using the Company’s incremental borrowing rates at the Acquisition Date.

f.Recognition of goodwill resulting from the excess of the estimated consideration transferred over the preliminary estimated fair value of identifiable net assets acquired, as described in Note 3.

g.Reflects the exclusion of indebtedness of AWS that was not assumed in the transaction and was settled by the seller prior to, or contemporaneously with, the closing of the acquisition.

h.Reflects the elimination of AWS’s historical stockholders’ equity as of September 30, 2025 in connection with the AWS Acquisition, and the issuance of 1,998,401 shares of the Company’s Class A common stock at $0.01 par value.

Note 5 — Unaudited pro forma condensed combined statements of operations adjustments and assumptions for the

Nine Months Ended September 30, 2025

a.Reflects the elimination of AWS historical depreciation and amortization expense of $10.3 million and the recognition of depreciation and amortization expense of $12.0 million based on the preliminary estimated fair value of the acquired property and equipment and lease right-of-use assets. Depreciation is calculated using useful lives consistent with the Company’s existing accounting policies.

b.Reflects the elimination of management fees of $3.6 million incurred by AWS and paid to its former parent company under management service arrangements that were terminated upon completion of the acquisition and are not expected to have a continuing impact following the transaction.

c.Reflects (i) the elimination of approximately $1.0 million of interest expense associated with AWS historical debt obligations that were not assumed by the Company in the AWS Acquisition, and (ii) the recognition of incremental interest expense of $1.0 million related to borrowings under the Company’s Wells Fargo Revolving Credit Facility used to fund a portion of the cash consideration for the AWS Acquisition. The pro forma interest expense on the revolving credit facility borrowings was calculated using the applicable interest rate in effect as of the Acquisition

Exhibit 99.3

Date, applied to the assumed outstanding borrowings. A hypothetical 0.25% increase or decrease in the weighted average interest rate would increase or decrease interest expense by less than $0.1 million per year.

d.Reflects the adjustment to lease expense of net $0.1 million resulting from the remeasurement of acquired operating lease right-of-use assets and lease liabilities using the Company’s incremental borrowing rates at the Acquisition Date. The Wells Fargo Revolving Credit Facility bears 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 interest rate for the loan was approximately 6.1% at the Acquisition Date. Total lease expense was recalculated based on the updated discount rates and is reflected within cost of sales, consistent with the Company’s accounting policies.

e.Reflects a $0.1 million adjustment to record expected credit losses on acquired balances as of the Acquisition Date. This adjustment is recorded as a one-time expense and is intended to present the combined company as if the acquisition had occurred at the beginning of the period. This adjustment is non-recurring and does not reflect expected future CECL expense, which will continue to be evaluated and recorded on a quarterly basis in accordance with the Company’s accounting policies.

f.Reflects the tax effect of the transaction accounting adjustments, to the extent the amounts are expected to be deductible or taxable as appropriate, at the blended federal and state statutory tax rate of 26%.

Note 6 — Unaudited pro forma condensed combined statements of operations adjustments and assumptions for the

Year Ended December 31, 2024

a.Reflects the elimination of AWS historical depreciation and amortization expense of $14.0 million and the recognition of depreciation and amortization expense of $16.9 million based on the preliminary estimated fair value of the acquired property and equipment and lease right-of-use assets, depreciated using useful lives consistent with the Company’s accounting policies.

b.Reflects the elimination of management fees of $5.4 million incurred by AWS and paid to its former parent company under management service arrangements that were terminated upon completion of the acquisition and are not expected to have a continuing impact following the transaction.

c.Reflects (i) the elimination of approximately $2.1 million of interest expense associated with AWS historical debt obligations that were not assumed by the Company in the AWS Acquisition, and (ii) the recognition of incremental interest expense of $1.3 million related to borrowings under the Company’s Wells Fargo Revolving Credit Facility used to fund a portion of the cash consideration for the AWS Acquisition. The pro forma interest expense on the revolving credit facility borrowings was calculated using the applicable interest rate in effect as of the Acquisition Date, applied to the assumed outstanding borrowings. A hypothetical 0.25% increase or decrease in the weighted average interest rate would increase or decrease interest expense by less than $0.1 million per year.

d.Reflects the adjustment to lease expense of less than $0.1 million resulting from the remeasurement of acquired operating lease right-of-use assets and lease liabilities using the Company’s incremental borrowing rates at the Acquisition Date. The Wells Fargo Revolving Credit Facility bears 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 interest rate for the loan was approximately 6.1% at the Acquisition Date. Total lease expense was recalculated based on the updated discount rates and is reflected within general and administrative expenses, consistent with the Company’s accounting policies.