Natural Gas Services Group (NGS) Proxy filing summary

Executive summary

• Achieved record rental revenue of $164 million and Adjusted EBITDA of $81 million in 2025, with a 14% increase in utilized horsepower and a focus on large horsepower units, now 76% of the fleet.

• Initiated a quarterly dividend in Q3 2025, increased by 10% in Q4, reflecting confidence in cash flow durability.

• Amended and upsized credit facility to $400 million with a $100 million accordion, reducing borrowing costs and increasing financial flexibility.

• Plans to add at least 50,000 horsepower in 2026, with over one-third expected to be electric, supported by long-term contracts.

• Continued market share gains for three consecutive years, with expectations to extend this trend in 2026.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors, approve executive compensation (say-on-pay), ratify the appointment of the independent auditor, and approve redomestication from Colorado to Texas.

• Board recommends voting FOR all proposals.

• Shareholders of record as of April 16, 2026, are entitled to vote; 12,590,213 shares outstanding.

Board of directors and corporate governance

• Board consists of seven directors with diverse backgrounds in energy, finance, IT, and governance.

• Steve Taylor retired from the Board; Anthony Gallegos and John E. Jackson joined as new directors.

• Board committees include Audit, Compensation, Nominating and Governance, and Safety and Sustainability, all with independent chairs.

• Board refreshment and diversity are emphasized, with regular self-assessment and director education.

• Investor outreach included engagement with holders representing 36% of outstanding shares.