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): November 10, 2025

NATURAL GAS SERVICES GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Colorado

1-31398

75-2811855

(State or Other Jurisdiction

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 2.02 . Results of Operations and Financial Condition.

On ~~August~~November 1210, 2025, Natural Gas Services Group, Inc. (the “Company”) ~~hosted~~issued ana ~~earnings~~press ~~call~~release toannouncing ~~announce~~its ~~the~~results ~~Company’s~~of ~~financial~~operations ~~results~~ for ~~the~~third ~~second~~ quarter ended ~~June~~September 30, 2025. The press release issued November 10, ~~and~~2025 ~~provide~~is ~~certain~~furnished ~~other~~as ~~financial~~Exhibit ~~and~~No. ~~business~~99.1 ~~information,~~to ~~along~~this ~~with~~Current ~~forward~~Report ~~guidance~~on Form 8-K. ANatural ~~copy~~Gas ofServices ~~the~~Group’s ~~earnings~~annual ~~call~~report ~~transcript~~on isForm ~~attached~~10-K ~~hereto~~and asits ~~Exhibit~~reports ~~99.1~~on Forms 10-Q and ~~incorporated~~8-K ~~herein~~and byother ~~reference~~publicly available information should be consulted for other important information about Natural Gas Services Group, Inc.

~~Item~~The 7information in this Current Report on Form 8-K, including Exhibit No.01 99.1 ~~Regulation~~hereto, FDshall ~~Disclosure~~not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

~~The information set forth in~~ Item ~~2.02 of this Current Report on Form~~ 8~~-K is incorporated by reference into this Item 7~~.01. Other Events.

~~The~~On ~~information~~November ~~in Item 2.02 and Item 7.01 of this Current Report on Form 8-K~~10, ~~including Exhibit 99.1~~2025, isthe ~~being~~Company ~~furnished~~announced ~~and~~that ~~shall~~its ~~not~~Board beof ~~deemed~~Directors ~~"filed"~~has ~~for~~declared ~~purposes~~a ofquarterly ~~Section~~cash 18dividend of ~~the~~$0.11 ~~Securities~~per ~~Exchange~~share ~~Act~~ of ~~1934,~~common asstock. ~~amended,~~This orcash ~~otherwise~~dividend ~~subject~~is expected to ~~the~~be ~~liabilities~~paid ofon ~~that~~December ~~section~~3, ~~nor~~2025 ~~shall~~to itall beshareholders ~~deemed~~of ~~incorporated~~record byas ~~reference~~of ~~in any filing under~~ the ~~Securities~~close ~~Act~~ of ~~1933,~~business ason ~~amended~~November 20, ~~except as expressly set forth by specific reference in such filing~~2025.

~~The~~Item ~~replay of the earnings call may also be found on our website at https://www~~9.~~ngsgi~~01.~~com~~ Financial ~~under~~Statements ~~our “news~~ and ~~events” section of our website~~Exhibits.

~~About Natural Gas Services Group, Inc.~~(d) Exhibits

~~Natural~~The ~~Gas~~Exhibit ~~Services~~listed ~~Group~~below is afurnished ~~leading~~as ~~provider~~an ofExhibit ~~natural gas compression equipment, technology and services~~ to ~~the~~this ~~energy~~Current ~~industry.~~Report ~~The~~on ~~Company~~Form ~~designs, rents, sells and maintains natural gas compressors for oil and natural gas production and plant facilities, primarily using equipment from third~~8-~~party fabricators and OEM suppliers along with limited in-house assembly~~K. 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.

Forward-Looking Statements


Exhibit No.			Description
99.1			Press release issued November 10, 2025.

Certain statements herein (and oral statements made regarding the subjects of this release) constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions.

These forward–looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of the Company. Forward– looking information includes, but is not limited to statements regarding: guidance or estimates related to EBITDA growth, projected capital expenditures; returns on invested capital, fundamentals of the compression industry and related oil and gas industry, valuations, compressor demand assumptions and overall industry outlook, and the ability of the Company to capitalize on any potential opportunities.

While the Company believes that the assumptions concerning future events are reasonable, investors are cautioned that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Some of these factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to:

•conditions in the oil and gas industry, including the supply and demand for oil and gas and volatility in the prices of oil and gas;

•changes in general economic and financial conditions, inflationary pressures, the potential for economic recession in the U.S., tariffs and trade restrictions, including the imposition of new and higher tariffs on imported goods and retaliatory tariffs implemented by other countries on U.S. goods, and the potential effects on our financial condition, results of operations and cash flows;

•our reliance on major customers;

•failure of projected organic growth due to adverse changes in the oil and gas industry, including depressed oil and gas prices, oppressive environmental regulations and competition;

•our inability to achieve increased utilization of assets, including rental fleet utilization and monetizing other non-cash balance sheet assets; failure of our customers to continue to rent equipment after expiration of the primary rental term;

•our ability to economically develop and deploy new technologies and services, including technology to comply with health and environmental laws and regulations;

•failure to achieve accretive financial results in connection with any acquisitions we may make;

•fluctuations in interest rates;

•regulation or prohibition of new well completion techniques;

•competition among the various providers of compression services and products;

•changes in safety, health and environmental regulations;

•changes in economic or political conditions in the markets in which we operate;

•the inherent risks associated with our operations, such as equipment defects, malfunctions, natural disasters and adverse changes in customer, employee and supplier relationships;

•our inability to comply with covenants in our debt agreements and the decreased financial flexibility associated with our debt;

•inability to finance our future capital requirements and availability of financing;

•capacity availability, costs and performance of our outsourced compressor fabrication providers and overall inflationary pressures; and

•impacts of world events, such as acts of terrorism and significant economic disruptions and adverse consequences resulting from possible long-term effects of potential pandemics and other public health crises.

In addition, these forward-looking statements are subject to other various risks and uncertainties, including without limitation those set forth in the Company’s filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

Exhibit No.			Description
99.1			Earnings Call Transcript for the Second Quarter Ended June 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.

Dated: August 13, 2025

By:

/s/ Justin C. Jacobs

Date:

November 10, 2025

By:

/s/ Justin C. Jacobs

Name: Justin C. Jacobs

Justin C. Jacobs

Title: Chief Executive Officer

Chief Executive Officer

(Principal Executive Officer)

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