Form 8-K - Current report

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): October 26, 2023


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 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (713) 935-8900

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

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 ExchangexActx☐

Item 2.02 Results of Operations and Financial Condition

On October 31, 2023, Ranger Energy Services, Inc. (the “Company”) announced its results for the quarter ending September 30, 2023. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory arrangements of certain officers

On October 26, 2023, the Board of Directors (the "Board") of the Company received notice from William M. Austin, Chairman of the Board, and Richard E. Agee of their intentions to retire from the Board effective December 31, 2023. Michael Kearney will assume the role of Chairman upon the retirement of Mr. Austin. The resignations of Messrs. Austin and Agee is not the result of any disagreement with the Company relating to its operations, policies or practices or with the Board or management. The Board thanks Messrs. Austin and Agree for their substantial contributions over the years and wishes them success in their future endeavors.

On October 26, 2023, the Board elected each of Carla Mashinski and Sean Woolverton to serve as directors of the Company. Ms. Mashinski and Mr. Woolverton will join the Board on January 1, 2024, and hold such office until subject to election at the the annual general meeting corresponding to their respective class designations or until the time that his or her successor is duly elected and qualified or his or her death, resignation, retirement, disqualification or removal.

Ms. Mashinski is the former Chief Financial and Administrative Officer (CFAO) of Cameron LNG, LLC. Prior to joining Cameron LNG, Ms. Mashinski served as the Chief Financial Officer and VP of Finance and Information Management, North American Operations of SASOL. Ms. Mashinski has more than 35 years of experience working for a number of diverse energy companies, including Shell Oil Company, Duke Energy, GulfMark Offshore and SASOL. She currently serves as a director of Primoris Services Corporation and BKV Corporation.

Mr. Woolverton has served as the Chief Executive Officer and member of the Board of Directors of SilverBow Resources, Inc. since March 2017. From 2013 to 2017, he was the Chief Operating Officer of Samson Resources Company. He held a series of positions of increasing responsibility at Chesapeake Energy Corporation from 2007 to 2013. Prior to that, Mr. Woolverton worked for Encana Corporation, where he oversaw its Fort Worth Basin development and shale exploration teams in North Texas. Earlier in his career, Mr. Woolverton held multiple engineering and management roles at Burlington Resources.

The Board has determined that Ms. Mashinski and Mr. Woolverton are independent under the corporate governance requirements of the New York Stock Exchange and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended.

The Board has not yet determined the Committees on which Ms. Mashinski and Mr. Woolverton will serve.

Ms. Mashinski’s and Mr. Woolverton’s compensation will be consistent with that of other non-employee directors. As of January 1, 2024, non-employee directors will each receive an annual retainer of $75,000 in cash and $100,000 in stock per year, as well as additional annual cash retainers for service as chair for the board committees on which he or she serves as follows: $15,000 for the chair of the Audit Committee and, $10,000 for the chairs of the Compensation Committee and the Nominating and Governance Committee. The non-executive chair of the Board receives an additional annual fee of $30,000 in cash.

There are no arrangements or understandings between Ms. Mashinski or Mr. Woolverton or any other person pursuant to which Ms. Mashinski or Mr.Woolverton were selected as directors and there are no related party transactions between the Company and Ms. Mashinski or Mr. Woolverton that would require disclosure under Item 404(a) of Regulation S-K. In connection with their appointments, Ms. Mashinsk and Mr. Woolverton will enter into a standard indemnification agreement with the Company in the form previously approved by the Board.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 26, 2023 the Board adopted amended and restated bylaws (the “Amended Bylaws”) of the Company to be effective October 26, 2023, to update for changes in the Delaware General Corporate Law (the “DGCL”) and implement edits related to Rule 14a-19 under the Securities Act of 1934, as amended (“Rule 14a-19”) and other changes.

Sections 2.4 and 2.6 of the Amended Bylaws were amended to reflect the revised and updated Section 219(a) of the DGCL, which clarified the timing regarding the period during which the list of stockholders should be made available and no longer requires the Company to make the stockholder list available for inspection during the stockholders’ meeting. Accordingly, language regarding inspection of the stockholder list during the meeting in Sections 2.4 and 2.6 has been deleted.

Section 2.7(B) was amended based on changes to Section 222 of the DGCL regarding procedures to inform stockholders of a new meeting, date and time in the case of an adjournment, including if an adjournment is due to a technical failure related

to remote communications. These revisions clarify that the date, time, place, and means of remote communication for the reconvened meeting may be announced or displayed at the meeting or be provided by the notice of the meeting.

Section 2.9 of the Amended Bylaws was amended to address matters relating to Rule 14a-19 and clarify informational and procedural requirements in connection with proposals and nominations. These include amendments to:

•Provide more detailed disclosure requirements regarding agreements, arrangements, and understandings related to nominations or proposals;

•Include more detailed requirements for a stockholder to nominate a candidate for election to the Board regarding compliance with Rule 14a-19;

•Clarify the requirement that the proposed nominee sign a representation regarding service on the Board;

•Note that the proxy card used by other persons must be a color other than white (with the white card to be reserved for the exclusive use by the Board); and

•Clarify that the number of nominees a stockholder may nominate may not exceed the number of directors to be elected at the meeting.

The Amended Bylaws also include other conforming and technical changes.

The foregoing description of the amendments made in the Amended Bylaws does not purport to be complete and is qualified by reference to the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

On October 31, 2023, the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.05 per share of Class A common stock. The dividend is payable on December 1, 2023 to stockholders of record as of the close of business on November 13, 2023. The declaration of any future dividends is subject to the Board’s discretion.

Item 9.01 Financial Statements and Exhibits

Exhibits.


Exhibit No.						Description
3.1						Amended and Restated Bylaws of Ranger Energy Services, Inc. adopted on October 26, 2023
99.1						Press Release dated October 31, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

THE INFORMATION FURNISHED UNDER ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT ASxOTHERWISExEXPRESSLYxSTATEDxINxSUCHxFILING.

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.


Ranger Energy Services, Inc.


/s/ Melissa Cougle						October 31, 2023
Melissa Cougle						Date
Chief Financial Officer
(Principal Financial Officer)

1 AMENDED AND RESTATED BYLAWS OF RANGER ENERGY SERVICES, INC. Incorporated under the Laws of the State of Delaware Date of Adoption: October 26, 2023 ARTICLE I OFFICES AND RECORDS SECTION 1.1 Registered Office. The registered office of Ranger Energy Services, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the Corporation, as it may be amended, restated, supplemented and otherwise modified from time to time (the “Certificate of Incorporation”), and the name of the Corporation’s registered agent at such address is as set forth in the Certificate of Incorporation. The registered office and registered agent of the Corporation may be changed from time to time by the board of directors of the Corporation (the “Board”) in the manner provided by applicable law. SECTION 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the Corporation may from time to time require. SECTION 1.3 Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board. ARTICLE II STOCKHOLDERS SECTION 2.1 Annual Meetings. If required by applicable law, an annual meeting of the stockholders for the election of directors of the Corporation shall be held at such date, time and place, if any, either within or outside of the State of Delaware, as may be fixed by resolution of the Board. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board. Any other proper business may be transacted at the annual meeting. SECTION 2.2 Special Meetings. Special meetings of stockholders of the Corporation may be called only by the Board pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board; provided, however, that prior to the first date on which CSL Capital Management, LLC and its Affiliates (the “Sponsor Group”) no longer collectively beneficially own (or otherwise have the right to vote or direct the vote of) more than 50% of the outstanding aggregate shares of the Class A Common Stock (the “Class A Common Stock”), par value $0.01, and Class B Common Stock (together with the Class A Common Stock, the “Common Stock”), par value $0.01, of the Corporation (the “Trigger Date”), special meetings of the stockholders of the Corporation may also be called by the Secretary of the Corporation at the request of the holders of record of a majority of the outstanding shares of Common Stock. For purposes of these Bylaws, beneficial ownership of shares shall be determined in accordance with Rule 13d- 3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder. The authorized person(s) calling a special meeting shall fix the date, time and place, if any, of such meeting. On and after the Trigger Date, except as otherwise required by law and subject to the rights of holders of any series of preferred stock of the Corporation (“Preferred Stock”), the stockholders of the Corporation shall not have the power to call or request a special meeting of stockholders of the Corporation. The Board may postpone, reschedule or cancel any special meeting of the stockholders previously scheduled by the Board. For purposes of these Bylaws, (A) the term “Affiliate” shall mean, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such

2 specified Person; with respect to any Sponsor Group member, an “Affiliate” shall include (1) any Person who is the direct or indirect ultimate holder of “equity securities” (as such term is described in Rule 405 under the Securities Act of 1933, as amended) of such Sponsor Group member, and (2) any investment fund, alternative investment vehicle, special purpose vehicle or holding company that is directly or indirectly managed, advised or controlled by such Sponsor Group member; (B) the term “Person” means any individual, corporation, partnership, limited liability company, joint venture, firm, association, or other entity; and (C) the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. SECTION 2.3 Record Date. (A) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by applicable law, not be more than 60 nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting. (B) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, exchange or redemption of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. (C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. SECTION 2.4 Stockholder List. The officer who has charge of the stock ledger shall prepare and make, no later than the 10th day before each meeting of stockholders, a complete list of stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date), arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in the name of such stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of ten days ending on the day before the meeting date, either on a reasonably accessible electronic network (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. Except as otherwise required by applicable law,

3 the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of the stockholders. SECTION 2.5 Place of Meeting. The Board, the Chairman of the Board, the Chief Executive Officer or the President, as the case may be, may designate the place of meeting for any annual meeting or for any special meeting of the stockholders. If no designation is so made, the place of meeting shall be the principal executive offices of the Corporation. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the Delaware General Corporation Law (the “DGCL”) and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication. SECTION 2.6 Notice of Meeting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, written notice, stating the place, if any, date and time of the meeting, shall be given, not less than ten days nor more than 60 days before the date of the meeting, to each stockholder of record entitled to vote at such meeting. The notice shall specify (A) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (B) the place, if any, date and time of such meeting, (C) the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and (D) in the case of a special meeting, the purpose or purposes for which such meeting is called. If the stockholder list referred to in Section 2.4 of these Bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. The Corporation may provide stockholders with notice of a meeting by electronic transmission provided such stockholders have consented to receiving electronic notice in accordance with the DGCL. Such further notice shall be given as may be required by applicable law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of meeting. SECTION 2.7 Quorum and Adjournment of Meetings. (A) Except as otherwise required by applicable law or by the Certificate of Incorporation, the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the voting power of all of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. For purposes of these Bylaws, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act. The chairman of the meeting may adjourn the meeting from time to time for any reason, whether or not there is such a quorum. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. (B) Any meeting of stockholders, annual or special, may adjourn (including adjournment taken to address a technical failure to convene or continue a meeting using remote communication) from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the date, time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting given pursuant to these Bylaws. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

4 SECTION 2.8 Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such other manner prescribed by the DGCL) by the stockholder or by his duly authorized attorney-in- fact. Any copy, facsimile transmission or other reliable reproduction of the writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission. No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation. SECTION 2.9 Notice of Stockholder Business and Nominations. (A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders at an annual meeting of stockholders may be made only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board or any committee thereof or (c) subject to the then-applicable terms of the Stockholders’ Agreement, among the Corporation and certain of its stockholders, dated as of August 16, 2017, as it may be amended, restated, supplemented and otherwise modified from time to time (the “Stockholders’ Agreement”) by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures and other requirements set forth in these Bylaws and applicable law. Section 2.9(A)(1)(c) of these Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before an annual meeting of the stockholders. (2) For any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.9(A)(1)(c) of these Bylaws, (a) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (b) such other business must otherwise be a proper matter for stockholder action under the DGCL and (c) the record stockholder and the beneficial owner, if any, on whose behalf any such proposal or nomination is made, must have acted in accordance with the representations set forth in the Solicitation Statement required by these Bylaws. To be timely, a stockholder’s notice must be received by the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (which anniversary, in the case of the first annual meeting of stockholders following the close of the Corporation’s initial public offering, shall be deemed to be May 1, 2018); provided, however, that subject to the following sentence, in the event that the date of the annual meeting is scheduled for a date that is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not later than the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. To be in proper form, a stockholder’s notice (whether given pursuant to this Section 2.9(A)(2) or Section 2.9(B)) to the Secretary of the Corporation must: (a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such stockholder’s Stockholder Associated Person (as defined in Section 2.9(C)(2)), if any, (ii) (A) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and of record by such stockholder and such Stockholder Associated Person, (B) any option, warrant, convertible security,

5 stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of stock of the Corporation or otherwise (a “Derivative Instrument”), directly or indirectly owned beneficially by such stockholder or by any Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation held by such stockholder or by any Stockholder Associated Person, (C) a complete and accurate description of any agreement, arrangement or understanding between or among such stockholder or such stockholder’s Stockholder Associated Person, on the one hand, and any proposed nominee, or other person or persons, on the other hand, in connection with such stockholder’s director nomination or proposal and the name and address of any other person(s) or entity or entities known to the stockholder to support such nomination or proposal, (D) a description (which description shall include, in addition to all other information, information identifying all parties thereto) of all agreements, arrangements or understandings with respect to the nomination or proposal between or among the stockholder or any Stockholder Associated Person, if any, on the one hand, and each proposed nominee, if any, and any other person or persons (naming such person or persons), on the other hand, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable to the stockholder or any beneficial owner) pursuant to which the nomination or proposal is to be made by the stockholder and a representation that the stockholder will notify the Corporation in writing within five (5) business days after the record date for such meeting of any such agreements, arrangements or understandings in effect as of the record date for the meeting, (E) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder Associated Person has a right to vote, directly or indirectly, any shares of any security of the Corporation, (F) any short interest in any security of the Corporation held by such stockholder or any Stockholder Associated Person (for purposes of these Bylaws, a person shall be deemed to have a “short interest” in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (G) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or by any Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation, (H) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (I) any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s or any Stockholder Associated Person’s immediate family sharing the same household, (iii) any other information relating to such stockholder and any Stockholder Associated Person, if any, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting, and (v) a representation as to (A) whether or not such stockholder or any Stockholder Associated Person will deliver a proxy statement or form of proxy to holders (including any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 of the Exchange Act) of at least the percentage of the voting power of the Corporation’s outstanding stock required to approve or adopt the proposal or, in the case of a nomination or nominations, at least the percentage of the voting power of the Corporation’s outstanding stock reasonably believed by the stockholder or Stockholder Associated Person, as the case may be, to be sufficient to elect such nominee or nominees and (B) in the case of any solicitation with respect to the nomination of a director or directors that is subject to Rule 14a-19 of the Exchange Act, confirming that such

6 stockholder or Stockholder Associated Person will engage in such solicitation in accordance with Rule 14a-19 under the Exchange Act, including the requirement to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors; (vi) a representation that promptly after soliciting the stockholders referred to in the preceding clauses (A) or (B) of this Section 2.9(A)(2)(a)(v), and no later than the tenth day before the meeting of stockholders, such stockholder or beneficial owner will provide the Corporation with reasonable documentation, which may take the form of a certified statement from a proxy solicitor, specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and form of proxy to holders of such voting power of the Corporation’s outstanding stock (including, as applicable the percentage required under Rule 14a-19 under the Exchange Act) (such representations in clauses (v) and (vi), a “Solicitation Statement”). (b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and Stockholder Associated Person, if any, in such business, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment) and (iii) a complete and accurate description of all agreements, arrangements and understandings between or among such stockholder and such stockholder’s Stockholder Associated Person, if any, and the name and address of any other person(s) or entity or entities in connection with the proposal of such business by such stockholder; (c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and Stockholder Associated Person, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (iii) a representation that such person intends to serve a full term, if elected as director; and (d) with respect to each nominee for election or reelection to the Board, include (i) a completed and signed questionnaire, representation and agreement in a form provided by the Corporation, which form the stockholder must request from the Secretary of the Corporation in writing with no less than 7 days advance notice and (ii) a written representation and agreement (in the form provided by the Secretary of the Corporation upon written request) signed by the nominee stating that the nominee (A) consents to serve as a director if elected, (B) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (C) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (D) in such person’s individual

7 capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. (3) The stockholder providing notice of a nomination or proposal of other business to be brought before a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct (a) as of the record date for the meeting and (b) as of the date that is ten business days prior to the meeting or any adjournment, recess, cancellation, rescheduling or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date) and not later than seven business days prior to the date for the meeting or any postponement or adjournment thereof, if practicable (or, if not practicable, on the first practicable date prior to any adjournment, recess or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment, recess or postponement thereof)). (4) If a stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act and such stockholder subsequently either (x) notifies the Corporation that such stockholder no longer intends to solicit proxies in support of the election of a proposed nominee to the Board in accordance with Rule 14a-19(b) under the Exchange Act or (y) fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) of the Exchange Act, then the nomination of such nominee shall be disregarded (and such nominee shall be disqualified from standing for such election or reelection), notwithstanding that proxies in respect of such vote may have been received by the Corporation. (5) Any stockholder, beneficial owner or Stockholder Associated Person directly or indirectly soliciting proxies from other stockholders of the Corporation must use a proxy card color other than white, which shall be reserved for the exclusive use for solicitation by the Board. (B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Board. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to a notice of meeting (1) by or at the direction of the Board or any committee thereof (or stockholders if permitted pursuant to the Certificate of Incorporation and these Bylaws prior to the Trigger Date) or (2) if the Board (or stockholders if permitted pursuant to the Certificate of Incorporation and these Bylaws prior to the Trigger Date) has determined that directors shall be elected at such meeting, and subject to the then-applicable terms of the Stockholders’ Agreement by any stockholder of the Corporation who (a) is a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the special meeting, (b) is entitled to vote at the meeting, and (c) complies with the notice procedures set forth in these Bylaws and applicable law. In the event a special meeting of stockholders is called for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder delivers notice with the information required by Section 2.9(A)(2) (with the updates required by Section 2.9(A)(3)) of these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.9(A)(2)(d) of these Bylaws). Such notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall any adjournment

8 or postponement or the announcement thereof of a special meeting commence a new time period for the giving of a stockholder’s notice as described above. (C) General. (1) Only such persons who are nominated in accordance with the procedures set forth in these Bylaws and applicable law shall be eligible to serve as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws and applicable law. Except as otherwise required by applicable law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and applicable law and, if any proposed nomination or business is not in compliance with these Bylaws and applicable law, to declare that such defective proposal or nomination shall be disregarded. (2) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by Dow Jones News Service, the Associated Press, or any other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, and “Stockholder Associated Person” shall mean, for any stockholder, (a) any person or entity controlling, directly or indirectly, or acting in concert with, such stockholder, (b) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (c) any person or entity controlling, controlled by or under common control with any person or entity referred to in the preceding clauses (a) or (b). (3) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.9(A) or Section 2.9(B) of these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of any series of Preferred Stock if and to the extent provided for under applicable law, the Certificate of Incorporation or these Bylaws. (4) Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 2.9 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation. For purposes of this Section 2.9, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. (5) If a stockholder is permitted to nominate directors for election at a meeting pursuant to the Certificate of Incorporation and these Bylaws, then the number of nominees that a stockholder may nominate for election at such meeting (or in the case of a stockholder giving notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such meeting. SECTION 2.10 Conduct of Business. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate in its sole discretion. The Chairman of the Board, if one shall have been

9 elected, or in the Chairman of the Board’s absence or if one shall not have been elected, the director or officer designated by the majority of the Whole Board, shall preside at all meetings of the stockholders as “chairman of the meeting.” Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairman of the meeting shall have the right and authority to convene and for any reason to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the chairman of the meeting, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (A) the establishment of an agenda or order of business for the meeting; (B) rules and procedures for maintaining order at the meeting and the safety of those present; (C) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (D) restrictions on entry to the meeting after the time fixed for the commencement thereof; (E) limitations on the time allotted to questions or comments by participants; and (F) restrictions of the use of audio and video recording devices. The chairman of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting, and if such chairman of the meeting should so determine, such chairman of the meeting shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. SECTION 2.11 Required Vote. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, at any meeting at which directors are to be elected, so long as a quorum is present, directors shall be elected by a plurality of the votes validly cast in such election. Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited. Except as otherwise required by applicable law, the rules and regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors and certain non- binding advisory votes described below, the affirmative vote of a majority of the voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders. In non-binding advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the stockholders. SECTION 2.12 Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock belonging to it or any other corporation, if a majority of shares entitled to vote in the election of directors of such corporation is held, directly or indirectly by the Corporation, and such shares will not be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or such other corporation, to vote stock of the Corporation held in a fiduciary capacity. SECTION 2.13 Inspectors of Elections; Opening and Closing the Polls. The Corporation may, and when required by applicable law, shall, appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders and the appointment of an inspector is required by applicable law, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall have the duties prescribed by applicable law. SECTION 2.14 Stockholder Action by Written Consent. (A) Prior to the Trigger Date, any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

10 (B) On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders. ARTICLE III BOARD OF DIRECTORS SECTION 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board elected in accordance with these Bylaws. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. The directors shall act only as a Board or a committee thereof, and the individual directors shall have no power as such. SECTION 3.2 Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, if any, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board. The election and term of directors shall be as set forth in the Certificate of Incorporation. SECTION 3.3 Regular Meetings. Subject to Section 3.5, regular meetings of the Board shall be held on such dates, and at such times and places, as are determined from time to time by resolution of the Board. SECTION 3.4 Special Meetings. Special meetings of the Board shall be called at the request of the Chairman of the Board, the Chief Executive Officer or a majority of the Board then in office. The person or persons authorized to call special meetings of the Board may fix the place, if any, date and time of the meetings. Any business may be conducted at a special meeting of the Board. SECTION 3.5 Notice. Notice of any special meeting of directors shall be given to each director at his business or residence in writing by hand delivery, first-class or overnight mail, courier service or facsimile or electronic transmission or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered if deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered if the notice is delivered to the overnight mail or courier service company at least 24 hours before such meeting. If by facsimile or electronic transmission, such notice shall be deemed adequately delivered if the notice is transmitted at least 24 hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least 24 hours prior to the time set for the meeting and shall be confirmed by facsimile or electronic transmission that is sent promptly thereafter. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, except for amendments to these Bylaws, as provided under Section 8.1. SECTION 3.6 Action by Consent of Board. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, including by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware. SECTION 3.7 Conference Telephone Meetings. Members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. SECTION 3.8 Quorum. A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a

11 quorum present, a majority of the directors present may, to the fullest extent permitted by law, adjourn the meeting from time to time without further notice unless (A) the date, time and place, if any, of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.5 of these Bylaws shall be given to each director, or (B) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (A) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting. Except as otherwise expressly required by law, the Certificate of Incorporation or these Bylaws, all matters shall be determined by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present. To the fullest extent permitted by law, the directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum. SECTION 3.9 Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock then outstanding and the then-applicable terms of the Stockholders’ Agreement, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, resignation, disqualification or removal of any director or from any other cause shall, unless otherwise required by law or by resolution of the Board, be filled (A) prior to the Trigger Date, by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director, or the affirmative vote of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class and acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these Bylaws, and (B) on or after the Trigger Date, solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director. SECTION 3.10 Removal. (A) Prior to the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder) and the then-applicable terms of the Stockholders’ Agreement, any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class and acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these Bylaws. Except as applicable law otherwise provides, cause for the removal of a director shall be deemed to exist only if the director whose removal is proposed: (1) has been convicted of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (2) has been found to have been grossly negligent in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by a court of competent jurisdiction; or (3) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to serve as a director of the Corporation. (B) On and after the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder) and the then-applicable terms of the Stockholders’ Agreement, any director may be removed only for cause, upon the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these Bylaws. SECTION 3.11 Records. The Board shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation. SECTION 3.12 Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

12 SECTION 3.13 Regulations. To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate. ARTICLE IV COMMITTEES SECTION 4.1 Designation; Powers. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. SECTION 4.2 Procedure; Meetings; Quorum. Any committee designated pursuant to Section 4.1 shall choose its own chairman in the event the chairman has not been selected by the Board by a majority vote of the members then in attendance at a meeting of the committee so long as a quorum is present, shall keep regular minutes of its proceedings, and shall meet at such times and at such place or places as may be provided by the charter of such committee or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present at a meeting where a quorum is present shall be necessary for the adoption by it of any resolution. The Board shall adopt a charter for each committee for which a charter is required by applicable laws, regulations or stock exchange rules, may adopt a charter for any other committee, and may adopt other rules and regulations for the governance of any committee not inconsistent with the provisions of these Bylaws or any such charter, and each committee may adopt its own rules and regulations of governance, to the extent not inconsistent with these Bylaws or any charter or other rules and regulations adopted by the Board. SECTION 4.3 Substitution of Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member. ARTICLE V OFFICERS SECTION 5.1 Officers. The Board shall elect the officers of the Corporation, which shall include a Chairman of the Board, a Chief Executive Officer, a President, Executive Vice Presidents, Senior Vice Presidents, a Secretary, a Treasurer and such other officers as the Board from time to time may deem proper. The Chairman of the Board shall be chosen from among the directors. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V. Such officers shall also have such powers and duties as from time to time may be conferred by the Board or by any committee thereof or, with respect to any Executive Vice President, Senior Vice President, Treasurer or Secretary, by the Chairman of the Board, Chief Executive Officer or President, if any. The Board or any committee thereof may from time to time elect, or the Chairman of the Board, Chief Executive Officer or President, if any, may appoint, such other officers (including a Chief Financial Officer, Chief Operating Officer and one or more Senior Vice Presidents, Assistant Secretaries and Assistant Treasurers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board or such committee thereof or by the Chairman of the Board, Chief Executive Officer or President, as the case may be. Any number of offices may be held by the same person. SECTION 5.2 Election and Term of Office. Each officer shall hold office until his successor shall have been duly elected or appointed and shall have qualified or until his death or until he shall resign, but any officer may be removed from office at any time by the affirmative vote of a majority of the Board or, except in the case of an officer or agent elected by the Board, by the Chairman of the Board, Chief Executive Officer or President, if any. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. No elected officer

13 shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death, his resignation or his removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan. SECTION 5.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board. The Chairman of the Board shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to his office that may be required by law and all such other duties as are properly required of him by the Board. He shall make reports to the Board and shall see that all orders and resolutions of the Board and of any committee thereof are carried into effect. The Chairman of the Board may also serve as Chief Executive Officer, if so elected by the Board. SECTION 5.4 Chief Executive Officer. The Chief Executive Officer shall act in a general executive capacity and shall assist the Chairman of the Board in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The Chief Executive Officer shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and, if the Chief Executive Officer is also a director, preside at all meetings of the Board. The Chief Executive Officer shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation. SECTION 5.5 President. The President, if any, shall have such powers and shall perform such duties as shall be assigned to him by the Board. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President (if any and if he or she shall be a director) shall preside when present at all meetings of the Board. SECTION 5.6 Executive Vice Presidents and Senior Vice Presidents. Each Executive Vice President and Senior Vice President, if any, shall have such powers and shall perform such duties as shall be assigned to him by the Board or the Chairman of the Board, the Chief Executive Officer or the President, if any. SECTION 5.7 Treasurer. The Treasurer, if any, shall exercise general supervision over the receipt, custody and disbursement of corporate funds. He shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him from time to time by the Board, the Chairman of the Board, the Chief Executive Officer or the President, if any. SECTION 5.8 Secretary. The Secretary, if any, shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders; he shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by applicable law; he shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and he shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board, the Chief Executive Officer or the President, if any. SECTION 5.9 Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation or removal may be filled by the Board for the unexpired portion of the term at any meeting of the Board. Any vacancy in an office appointed by the Chairman of the Board, the Chief Executive Officer or the President, if any, because of death, resignation or removal may be filled by the Chairman of the Board, the Chief Executive Officer or the President, if any. SECTION 5.10 Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board, the Chief Executive Officer or any officer authorized by the Chairman of the Board, the Chief Executive Officer or the President, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation or entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers that the Corporation may possess by reason of its ownership of securities in such other corporation.

14 SECTION 5.11 Delegation. The Board may from time to time delegate the powers and duties of any officer to any other officer or agent, notwithstanding any provision hereof. ARTICLE VI STOCK CERTIFICATES AND TRANSFERS SECTION 6.1 Stock Certificates and Transfers. The interest of each stockholder of the Corporation evidenced by certificates for shares of stock shall be in such form as the appropriate officers of the Corporation may from time to time prescribe, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated shares. The shares of the stock of the Corporation shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares. Subject to the provisions of the Certificate of Incorporation, the shares of the stock of the Corporation shall be transferred on the books of the Corporation, which may be maintained by a third-party registrar or transfer agent, by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require or upon receipt of proper transfer instructions from the registered holder of uncertificated shares and upon compliance with appropriate procedures for transferring shares in uncertificated form, at which time the Corporation shall issue a new certificate to the person entitled thereto (if the stock is then represented by certificates), cancel the old certificate and record the transaction upon its books. Each certificated share of stock shall be signed, countersigned and registered in the manner required by law. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION 6.2 Lost, Stolen or Destroyed Certificates. No certificate for shares or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board or any financial officer may in its or his discretion require. SECTION 6.3 Ownership of Shares. The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of the State of Delaware. SECTION 6.4 Regulations Regarding Certificates. The Board shall have the power and authority to make all such rules and regulations concerning the issue, transfer and registration or the replacement of certificates for shares of stock of the Corporation. The Corporation may enter into additional agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the DGCL. ARTICLE VII MISCELLANEOUS PROVISIONS SECTION 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the 31st day of December of each year. SECTION 7.2 Dividends. Except as otherwise provided by law or the Certificate of Incorporation, the Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares of stock, which dividends may be paid in either cash, property or shares of stock of the Corporation. A member of the Board, or a member of any committee designated by the Board, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with

15 reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid. SECTION 7.3 Seal. If the Board determines that the Corporation shall have a corporate seal, the corporate seal shall have inscribed thereon the words “Corporate Seal,” the year of incorporation and the words “Ranger Energy Services, Inc. — Delaware.” SECTION 7.4 Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, including by electronic transmission, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board or committee thereof need be specified in any waiver of notice of such meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. SECTION 7.5 Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice, including by electronic transmission, of such resignation to the Chairman of the Board, the Chief Executive Officer, the President (if any) or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board or the stockholders to make any such resignation effective. SECTION 7.6 Indemnification and Advancement of Expenses. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent, or in any other capacity while serving as a director, officer, trustee, employee or agent, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding. (B) The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition; provided, however, that to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal (hereinafter, a “final adjudication”) that the Covered Person is not entitled to be indemnified under this Section 7.6 or otherwise. (C) The rights to indemnification and advancement of expenses under this Section 7.6 shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 7.6, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board.

16 (D) If a claim for indemnification under this Section 7.6 (following the final disposition of such proceeding) is not paid in full within 60 days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Section 7.6 is not paid in full within 30 days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim, or a claim brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, to the fullest extent permitted by applicable law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law. In (1) any suit brought by a Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by a Covered Person to enforce a right to an advancement of expenses) it shall be a defense that, and (2) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Covered Person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Covered Person, be a defense to such suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Section 7.6 or otherwise shall be on the Corporation. (E) The rights conferred on any Covered Person by this Section 7.6 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, any provision of the Certificate of Incorporation, these Bylaws, any agreement or vote of stockholders or disinterested directors or otherwise. (F) This Section 7.6 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action. (G) Any Covered Person entitled to indemnification and/or advancement of expenses, in each case pursuant to this Section 7.6, may have certain rights to indemnification, advancement and/or insurance provided by one or more persons with whom or which such Covered Person may be associated (including, without limitation, any Sponsor Group member). The Corporation hereby acknowledges and agrees that (1) the Corporation shall be the indemnitor of first resort with respect to any proceeding, expense, liability or matter that is the subject of this Section 7.6, (2) the Corporation shall be primarily liable for all such obligations and any indemnification afforded to a Covered Person in respect of a proceeding, expense, liability or matter that is the subject of this Section 7.6, whether created by law, organizational or constituent documents, contract or otherwise, (3) any obligation of any persons with whom or which a Covered Person may be associated (including, without limitation, any Sponsor Group member) to indemnify such Covered Person and/or advance expenses or liabilities to such Covered Person in respect of any proceeding shall be secondary to the obligations of the Corporation hereunder, (4) the Corporation shall be required to indemnify each Covered Person and advance expenses to each Covered Person hereunder to the fullest extent provided herein without regard to any rights such Covered Person may have against any other person with whom or which such Covered Person may be associated (including, without limitation, any Sponsor Group member) or insurer of any such person, and (5) the Corporation irrevocably waives, relinquishes and releases any other person with whom or which a Covered Person may be associated (including, without limitation, any Sponsor Group member) from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation hereunder. (H) The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request

17 of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. SECTION 7.7 Facsimile and Electronic Signatures. In addition to the provisions for use of facsimile or electronic signatures elsewhere specifically authorized in these Bylaws, facsimile or electronic signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof, the Chairman of the Board, the Chief Executive Officer or President (if any). SECTION 7.8 Time Periods. In applying any provision of these Bylaws that require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. SECTION 7.9 Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. SECTION 7.10 Forum for Adjudication of Disputes. (A) Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (3) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (4) any action asserting a claim against the Corporation, its directors, officers or employees or agents governed by the internal affairs doctrine, except as to each of (1) through (4) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or over which the Court of Chancery does not have subject matter jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.10. If any provision or provisions of this Section 7.10 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 7.10 (including, without limitation, each portion of any sentence of this Section 7.10 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. (B) To the fullest extent permitted by law, if any action the subject matter of which is within the scope of Section 7.10(A) above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (1) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 7.10(A) above (an “FSC Enforcement Action”) and (2) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

18 ARTICLE VIII AMENDMENTS SECTION 8.1 Amendments. In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that in the case of a special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such special meeting. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board shall require the approval of a majority of the Whole Board. Stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Certificate of Incorporation, the Bylaws of the Corporation may be adopted, altered, amended or repealed by the stockholders of the Corporation only (A) prior to the Trigger Date, by the affirmative vote of holders of not less than 50% in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, or (B) on and after the Trigger Date by the affirmative vote of holders of not less than 66 2/3% in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class. No Bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board that was valid at the time it was taken. So long as the Stockholders’ Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of any provision of these Bylaws, or the adoption of any new Bylaw that would be contrary to or inconsistent with the then-applicable terms of the Stockholders’ Agreement. Notwithstanding the foregoing, (1) no amendment to the Stockholders’ Agreement (whether or not such amendment modifies any provision of the Stockholders’ Agreement to which these Bylaws are subject) shall be deemed an amendment of these Bylaws for purposes of this Section 8.1, and (2) no amendment, alteration or repeal of Section 7.6 shall adversely affect any right or protection existing under these Bylaws immediately prior to such amendment, alteration or repeal, including any right or protection of a present or former director, officer or employee thereunder in respect of any act or omission occurring prior to the time of such amendment.

EXHIBIT 99.1

Ranger Energy Services, Inc. Announces Q3 2023 Financial and Operational Results

HOUSTON, TX--(October 31, 2023) - Ranger Energy Services, Inc. (NYSE: RNGR) (“Ranger” or the “Company”) announced today its results for the third quarter ended September 30, 2023.

Third Quarter 2023 Highlights

–Revenue of $164.4 million, a 1% increase from $163.2 million in the second quarter 2023

–Net income of $9.4 million, or $0.38 per fully diluted share, up from $6.1 million, or $0.24 per share in second quarter of 2023

–Adjusted EBITDA1 of $24.0 million, a 10% increase from $21.9 million in second quarter of 2023

–Repurchased $2.7 million of shares under existing share repurchase authorization with total repurchases year to date of $8.6 million

–Paid first dividend in Ranger history of $0.05 per share with fourth quarter dividend declared

Year-to-Date 2023 Highlights

–Revenue of $485.1 million, a 7% increase from $454.2 million in the prior year

–Net income of $21.7 million, or $0.86 per fully diluted share, up from $7.5 million, or $0.33 per share the prior year

–Adjusted EBITDA of $66.0 million, a 14% increase from $57.9 million in the prior year

Management Comments

Stuart Bodden, Ranger’s Chief Executive Officer, commented, “In the third quarter of 2023, Ranger continued to deliver strong financial performance despite lower U.S. onshore drilling and completions activity and sustained weakness in the natural gas basins. Rig counts during the year have decreased by more than 15%, but Ranger has successfully maintained operational activity levels and increased revenue and EBITDA despite these declines. We experienced some unexpected white space in our high specification rigs business due to several rig change outs, and pressure in our wireline completions business. That said, we were able to increase revenue slightly and Adjusted EBITDA by 10% from the prior quarter through a focus on operational efficiency in our wireline and ancillary businesses. Thanks to

1 “Adjusted EBITDA” and “Free Cash Flow” are not presented in accordance with generally accepted
accounting principles in the United States (“U.S. GAAP”). A Non-GAAP supporting schedule is included with the

statements and schedules attached to this press release and can also be found on the Company's website at:

www.rangerenergy.com.

EXHIBIT 99.1

our industry leading teams and the resilience of our production focused business model, we are well positioned to regain our growth momentum as activity levels begin to pick up once more.

“We expect incremental growth from larger integrated customers in our High Specification Rigs business given our solid reputation for safety and service quality. This quarter we were pleased to sign a new customer agreement with a large integrated producer that provides for an established minimum market share of business. This customer commitment increases our resilience and provides higher confidence in our 2024 plan and captures opportunities for growth. We deeply value and appreciate the confidence our customers place in Ranger and believe these types of arrangements allow us to further elevate our service quality and provide our customers assurance of execution.

Mr. Bodden continued, “We continue to benefit from a strong balance sheet, ensuring we can optimize shareholder returns even in challenging times. We’ve also been proactive in exploring further opportunities through acquisitions. As previously announced, we closed on the acquisition of complimentary pump-down assets during the third quarter, which we believe will have less than a two-year payback, with a few of those assets already at work with customers. We continue to evaluate other opportunistic tuck-in acquisitions that will deliver attractive capital returns.

“As we look forward, we hold a similar view to other industry observers who believe the rig count is close to bottoming out, and we anticipate a modest increase in activity levels in 2024. We will be focused on high grading work and customers in our High Specification Rigs business, pivoting our Wireline business to be more production focused, and enhancing pull-through in our Ancillary service lines next year.

Mr. Bodden concluded, “Finally, as evidence of our commitment to return meaningful capital to our shareholders, we have been repurchasing shares this year and recently initiated a quarterly dividend, ensuring that Ranger remains one of the most compelling investments in the oilfield services sector. Our unwavering commitment to creating value for our shareholders is evident in the continued execution of our four-pillar strategy. These strategic updates, alongside our strong financial performance, emphasize our dedication to delivering value to our shareholders and our optimism as we anticipate a positive shift in industry activity in the coming year.”

STRATEGIC UPDATE

Ranger’s four strategic pillars for creating shareholder value are: maximizing cash flow, fortifying its balance sheet, growing through acquisition, and returning meaningful capital to shareholders. We continued to make progress in each of these areas during the third quarter of 2023.

a.Maximizing Cash Flow: The Company’s focus on cash flow generation is underpinned by a capital efficient business model with strong operating leverage. Year-to-date, the Company has generated $32.5 million of free cash flow(1), after adjusting for the recent acquisition of pumps, which was treated as a capital expenditure for accounting purposes. Operating efficiency initiatives are also demonstrating their effectiveness within our wireline business through expanding profit margins.

b.Fortifying the Balance Sheet: The Company ended the third quarter with $10.3 million of debt and $8.2 million of cash and cash equivalents. The Company’s outstanding debt predominantly consists of borrowings on the Revolving Credit Facility associated with the recent pump acquisition. The Company believes that minimal debt is critical to its ability to maximize shareholder returns through opportunistic investment and capital returns to shareholders.

EXHIBIT 99.1

c.Exploring Growth Through Acquisition: During the third quarter, the Company continued to evaluate asset acquisition and consolidation opportunities. Most notably, it closed on its purchase of $7.25 million of pump down assets and support equipment, which it believes will have a payback of less than two years. Ranger is committed to pursuing a disciplined acquisition strategy rooted in maximizing long-term value.

d.Returning Capital to Shareholders: The Company is committed to returning at least 25% of annual cash flows to its shareholders. During the third quarter, the Company repurchased 232,900 shares of its Class A common stock at an average of $11.60 per share, representing 1% of shares outstanding, and declared its first quarterly dividend of $0.05 per share. Year to date, the Company has repurchased 781,000 shares, representing just over 3% of shares outstanding. Furthermore, the Board is declaring its quarterly dividend today, October 31, 2023, of $0.05 per share of common stock, payable on December 1, 2023 to shareholders of record as of November 13, 2023.

PERFORMANCE SUMMARY

For the third quarter of 2023, revenue was $164.4 million, a decrease from $177.0 million in the prior year period, and an increase from $163.2 million in the prior quarter. Revenue decreases from the prior year were attributable to reduced activity in our wireline and ancillary services segment. Year-to-date revenue was $485.1 million, an increase of 7%, or $30.9 million from $454.2 million in the prior year due to increasing operating activity and pricing improvements across high specification rigs and wireline segments.

Cost of services for the third quarter of 2023 was $134.8 million, or 82% of revenue, compared to $138.1 million, or 78% of revenue in the prior year period. The increase in cost of services as a percentage of revenue from the prior year quarter was primarily attributable to reduced operating activity and inflationary cost pressures. Year-to-date cost of services was $402.0 million compared to $376.1 million in the prior year, equal to 83% of revenue for both periods.

General and administrative expenses were $7.0 million for the third quarter of 2023 compared to $11.0 million in the prior year period and $7.3 million in the prior quarter. General and administrative expenses year-to-date totaled $22.7 million. This compares to general and administrative expenses of $32.4 million in 2022. The decrease in general and administrative expenses was primarily due to a decrease in acquisition and integration costs related to the Basic Energy Services, Inc. acquisition in the prior year period.

Net income totaled $9.4 million for the third quarter of 2023 compared to $13.6 million in the prior year period and $6.1 million in the second quarter of 2023. The decrease in net income from the prior year period is primarily attributable to reduced operating activity compared to the prior year while the increase in net income relative to the prior quarter is primarily due to the increase in profit margins in wireline and ancillary segments. Net income, on a year-to-date basis, tripled year over year from $7.5 million in 2022 to $21.7 million year-to-date in 2023.

Fully diluted earnings per share was $0.38 for the third quarter of 2023 compared to $0.54 in the prior year period and $0.24 in the prior quarter. Fully diluted earnings per share for year-to-date was $0.86 compared to $0.33 in the prior year.

Adjusted EBITDA of $24.0 million for the third quarter of 2023 decreased $6.3 million from $30.3 million in the prior year period and increased $2.1 million from $21.9 million in the prior quarter. The year over year decrease was driven by the aforementioned reduction in wireline completions activity and

EXHIBIT 99.1

certain ancillary service lines. Year-to-date Adjusted EBITDA was $66.0 million, an increase of $8.1 million compared to the prior year-to-date period.

BUSINESS SEGMENT FINANCIAL RESULTS

High Specification Rigs

High Specification Rigs segment revenue was $79.2 million in the third quarter of 2023, a decrease of $0.5 million, or 1% relative to the prior year period, and an increase of $1.6 million, or 2% relative to the for the prior quarter revenue of $77.6 million. Rig hours decreased by 1% to 112,400 from 113,200 in the prior quarter. Hourly rig rates increased by 2% to 700 from $687 per hour in the prior quarter, reflecting an slight increase in pricing. Segment revenue year-to-date was $234.3 million, an increase of $13.7 million, or 6% relative to year-to-date 2022. Hourly rig rates increased by 12% from $621 per hour for the year-to-date 2022 to $693 per hour for year-to-date 2023.

Operating income was $10.6 million in the third quarter of 2023, a decrease of $0.1 million, or 1% relative to $10.7 million in the prior year period and a decrease of $0.9 million, or 8% relative to $11.5 million in the prior quarter. Adjusted EBITDA was $15.7 million in the third quarter, down from $17.0 million in the prior year period and from $15.6 million in the prior quarter. Operating income was $34.0 million for year-to-date 2023, an increase of $9.5 million, or 39% relative to $24.5 million for year-to-date 2022. Adjusted EBITDA was $48.7 million for year-to-date 2023, up from $45.3 million in year-to-date 2022.

Wireline Services

Wireline Services segment revenue was $53.2 million in the third quarter of 2023, down $7.4 million, or 12% compared to $60.6 million in the prior year period and down $1.3 million, or 2% compared to $54.5 million in the prior quarter. Our Completions service line completed stage counts of 6,800, a decrease of 26% compared to 9,200 in the prior year period and a decrease of 8% compared to 7,400 for the prior quarter. Stage count pricing was $7,800 for the current quarter as compared to $6,600 for the prior year period and $7,400 for the prior quarter. The decrease in revenue and stage count is indicative of lower operational activity, offset by improvements made in pricing. Year-to-date segment revenue was $157.6 million, up $8.9 million, or 6% compared to $148.7 million for the comparable period in 2022. Completed stage counts decreased by 16% from 24,600 for the 2022 year-to-date period, to 20,600 for the year-to-date 2023 period.

Operating income was $4.3 million in the third quarter, down $4.3 million, or 50% from $8.6 million in the prior year period and up $1.5 million, or 54%, from $2.8 million for prior quarter. Adjusted EBITDA was $7.4 million, down 35% from $11.4 million in the prior year period and up 30% from $5.7 million for the prior quarter. Operating income was $8.9 million, up $3.3 million, or 59% for year-to-date 2023, from $5.6 million for year-to-date 2022. Adjusted EBITDA was $17.3 million for year-to-date 2023, up from $13.9 million for year-to-date 2022.

Processing Solutions and Ancillary Services

Processing Solutions and Ancillary Services segment revenue was $32.0 million in the third quarter of 2023, down $4.7 million, or 13% from $36.7 million for the prior year period and up $0.9 million, or 3% from $31.1 million for the prior quarter. The decrease from the prior year and increase from the prior quarter was largely attributable to shifting operational activity within the coil tubing, rentals and plug and abandonment service line. Segment revenue was $93.2 million for year-to-date 2023, up $8.3 million, or 10% from $84.9 million for year-to-date 2022. The increase in revenue was attributable to the increase in

EXHIBIT 99.1

operational activity in certain lines of business including coil tubing, plug and abandonment services, and logistics services.

Operating income was $4.5 million in the third quarter, down from $9.2 million in the prior year period and up from $4.2 million in the prior quarter. Adjusted EBITDA was $6.5 million, down compared to $10.5 million in the prior period and up compared to $5.6 million in the prior quarter.

BALANCE SHEET, CASH FLOW AND LIQUIDITY

As of September 30, 2023, the Company had $69.9 million of liquidity, consisting of $61.7 million of capacity on its revolving credit facility and $8.2 million of cash on hand. This compares to $35.7 million of liquidity as of September 30, 2022, which consisted of $30.5 million of capacity on its revolving credit facility and $5.2 million of cash on hand.

The Company had total debt of $10.3 million compared to total debt of $18.4 million at December 31, 2022, a reduction of 44%.

Year-to-date Cash provided by Operating Activities was $53.1 million, compared to $18.5 million over the same period in 2022. The Company’s free cash flow(1) improved significantly year over year to $25.2 million on a year-to-date basis compared to free cash flow(1) of $2.1 million in the prior year. Free cash flow(1) for the third quarter was impacted by a working capital build that is expected to release in the fourth quarter as well as the aforementioned pump-down assets acquired that were treated as capital expenditures. On a year-to-date basis, the Company had capital expenditures of $27.9 million, which includes $7.25 million for the pumping asset acquisition.

FINANCIAL GUIDANCE

In light of lower than expected customer activity, the Company is updating its financial expectations for the year. The Company does see signals of an improving North America onshore environment from currently depressed rig counts; however, fourth quarter results are expected to be heavily influenced by weather events and customer plans at year end which could cause results to vary from expectations. Additionally, updated capital expenditure guidance reflects additional purchases of capital equipment associated with the recently signed customer agreement and pump refurbishments. The Company anticipates resuming quarter over quarter growth in 2024 when a more supportive industry backdrop comes into focus. A summary of Company guidance follows representing current views which are subject to change.

EXHIBIT 99.1


($ in Millions)	FY 2022 Actual	Updated FY 2023 Forecast
Revenue	$608.5	$630 - $640
Adjusted EBITDA	$79.5	$85 - $90
Free Cash Flow (exclusive of pumping assets)	$30.7	$45 - $55
Capital Expenditures and Leases (exclusive of pumping assets)	$19.1	$35 - $40

Conference Call

The Company will host a conference call to discuss its results from the third quarter of 2023 on Tuesday, October 31, 2023, at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). To join the conference call from within the United States, participants may dial 1-833-255-2829. To join the conference call from outside of the United States, participants may dial 1-412-902-6710. When instructed, please ask the operator to join the Ranger Energy Services, Inc. call. Participants are encouraged to login to the webcast or dial in to the conference call approximately ten minutes prior to the start time. To listen via live webcast, please visit the Investor Relations section of the Company’s website, http://www.rangerenergy.com.

An audio replay of the conference call will be available shortly after the conclusion of the call and will remain available for approximately seven days. The replay will also be available in the Investor Resources section of the Company’s website shortly after the conclusion of the call and will remain available for approximately seven days.

About Ranger Energy Services, Inc.

Ranger is one of the largest providers of high specification mobile rig well services, cased hole wireline services, and ancillary services in the U.S. oil and gas industry. Our services facilitate operations throughout the lifecycle of a well, including the completion, production, maintenance, intervention, workover and abandonment phases.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements represent Ranger’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Ranger’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Ranger does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Ranger to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in our filings with the Securities and Exchange Commission. The risk factors and other factors noted in Ranger’s filings with the SEC could cause its actual results to differ materially from those contained in any forward-looking statement.

EXHIBIT 99.1

Company Contact:

Melissa Cougle

Chief Financial Officer

(713) 935-8900

InvestorRelations@rangerenergy.com

EXHIBIT 99.1

RANGER ENERGY SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share amounts)


	Three Months Ended June 30,		Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2023		2022		2023		2022
Revenue
High specification rigs	$	77.6	$	79.2	$	79.7	$	234.3	$	220.6
Wireline services	54.5		53.2		60.6		157.6		148.7
Processing solutions and ancillary services	31.1		32.0		36.7		93.2		84.9
Total revenue	163.2		164.4		177.0		485.1		454.2

Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs	62.0		63.5		62.7		185.6		175.3
Wireline services	48.8		45.8		49.2		140.3		134.8
Processing solutions and ancillary services	25.5		25.5		26.2		76.1		66.0
Total cost of services	136.3		134.8		138.1		402.0		376.1
General and administrative	7.3		7.0		11.0		22.7		32.4
Depreciation and amortization	8.7		10.6		10.8		29.3		33.8
Impairment of fixed assets	—		0.4		0.2		0.4		1.3
Gain on sale of assets	(0.5)		(0.1)		(1.1)		(1.6)		—
Total operating expenses	151.8		152.7		159.0		452.8		443.6

Operating income	11.4		11.7		18.0		32.3		10.6

Other (income) expenses
Interest expense, net	0.9		0.7		1.8		2.8		5.7
Loss on debt retirement	2.4		—		—		2.4		—
Gain on bargain purchase, net of tax	—		—		(0.8)		—		(3.6)
Total other (income) expenses, net	3.3		0.7		1.0		5.2		2.1

Income before income tax expense	8.1		11.0		17.0		27.1		8.5
Income tax expense	2.0		1.6		3.4		5.4		1.0
Net income	6.1		9.4		13.6		21.7		7.5



Income per common share:
Basic	$	0.25	$	0.38	$	0.55	$	0.88	$	0.34
Diluted	$	0.24	$	0.38	$	0.54	$	0.86	$	0.33
Weighted average common shares outstanding
Basic	24,840,569		24,500,607		24,845,517		24,758,890		22,323,308
Diluted	25,188,123		24,887,275		25,184,067		25,149,415		22,637,457

EXHIBIT 99.1

RANGER ENERGY SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share amounts)


	September 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	8.2	$	3.7
Accounts receivable, net	89.9		91.2
Contract assets	35.6		26.9
Inventory	7.7		5.9
Prepaid expenses	8.6		9.2
Assets held for sale	1.0		3.2
Total current assets	151.0		140.1

Property and equipment, net	225.0		221.6
Intangible assets, net	6.5		7.1
Operating leases, right-of-use assets	9.8		11.2
Other assets	1.2		1.6
Total assets	$	393.5	$	381.6

Liabilities and Stockholders' Equity
Accounts payable	32.6		24.3
Accrued expenses	29.6		36.1
Other financing liability, current portion	0.6		0.7
Long-term debt, current portion	10.3		6.8
Other current liabilities	6.5		6.6
Total current liabilities	79.6		74.5

Operating leases, right-of-use obligations	8.0		9.6
Other financing liability	11.1		11.6
Long-term debt, net	—		11.6
Other long-term liabilities	14.3		8.1
Total liabilities	$	113.0	$	115.4

Commitments and contingencies

Stockholders' equity
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued and outstanding as of September 30, 2023 and December 31, 2022	—		—
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 25,744,069 shares issued and 24,411,241 shares outstanding as of September 30, 2023; 25,446,292 shares issued and 24,894,464 shares outstanding as of December 31, 2022	0.3		0.3
Class B Common Stock, $0.01 par value, 100,000,000 shares authorized; no shares issued or outstanding as of September 30, 2023 and December 31, 2022	—		—
Less: Class A Common Stock held in treasury at cost; 1,332,828 treasury shares as of September 30, 2023 and 551,828 treasury shares as of December 31, 2022	(12.4)		(3.8)
Retained earnings	27.6		7.1
Additional paid-in capital	265.0		262.6
Total controlling stockholders' equity	280.5		266.2
Total liabilities and stockholders' equity	$	393.5	$	381.6

EXHIBIT 99.1

RANGER ENERGY SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)


	Nine Months Ended September 30,
	2023		2022
Cash Flows from Operating Activities
Net income	$	21.7	$	7.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	29.3		33.8
Equity based compensation	3.6		2.8
Gain on disposal of property and equipment	(1.6)		—
Impairment of fixed assets	0.4		1.3
Gain on bargain purchase, net of tax	—		(3.6)
Deferred income tax expense	4.8		—
Loss on debt retirement	2.4		—
Other expense, net	2.3		0.9
Changes in operating assets and liabilities
Accounts receivable	0.1		(14.3)
Contract assets	(8.7)		(25.7)
Inventory	(2.0)		(2.9)
Prepaid expenses and other current assets	0.6		(4.2)
Other assets	1.2		(3.6)
Accounts payable	8.3		16.0
Accrued expenses	(7.7)		3.7
Other current liabilities	—		0.8
Other long-term liabilities	(1.6)		6.0
Net cash provided by operating activities	53.1		18.5

Cash Flows from Investing Activities
Purchase of property and equipment	(27.9)		(8.7)
Proceeds from disposal of property and equipment	4.9		20.4

Net cash provided by (used in) investing activities	(23.0)		12.5

Cash Flows from Financing Activities
Borrowings under Revolving Credit Facility	315.6		431.0
Principal payments on Revolving Credit Facility	(308.1)		(433.2)
Principal payments on Eclipse M&E Term Loan Facility	(10.4)		(1.5)
Principal payments under Eclipse Term Loan B Facility	—		(12.4)

Principal payments on Secured Promissory Note	(6.2)		(3.3)
Principal payments on financing lease obligations	(4.0)		(3.4)
Principal payments on other financing liabilities	(0.7)		(2.2)
Dividends paid to Class A Common Stock shareholders	(1.2)		—
Shares withheld on equity transactions	(1.0)		(1.1)
Payments on Other Installment Purchases	(0.3)		(0.3)
Repurchase of Class A Common Stock	(8.6)		—
Deferred financing costs on Wells Fargo	(0.7)		—
Net cash used in financing activities	(25.6)		(26.4)

Increase in cash and cash equivalents	4.5		4.6
Cash and cash equivalents, Beginning of Period	3.7		0.6
Cash and cash equivalents, End of Period	$	8.2	$	5.2

Supplemental Cash Flow Information
Interest paid	$	1.0	$	0.8
Supplemental Disclosure of Non-cash Investing and Financing Activities

Additions to fixed assets through installment purchases and financing leases	$	(5.6)	$	(3.5)
Additions to fixed assets through asset trades	$	(1.1)	$	—

EXHIBIT 99.1

RANGER ENERGY SERVICES, INC.

SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES

(UNAUDITED)

Note Regarding Non‑GAAP Financial Measure

The Company utilizes certain non-GAAP financial measures that management believes to be insightful in understanding the Company’s financial results. These financial measures, which include Adjusted EBITDA and Free Cash Flow, should not be construed as being more important than, or as an alternative for, comparable U.S. GAAP financial measures. Detailed reconciliations of these Non-GAAP financial measures to comparable U.S. GAAP financial measures have been included below and are available in the Investor Relations sections of our website at www.rangerenergy.com. Our presentation of Adjusted EBITDA and Free Cash Flow should not be construed as an indication that our results will be unaffected by the items excluded from the reconciliations. Our computations of these Non-GAAP financial measures may not be identical to other similarly titled measures of other companies.

Adjusted EBITDA

We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed below from net income or loss in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA.

We define Adjusted EBITDA as net income or loss before net interest expense, income tax provision or benefit, depreciation and amortization, equity‑based compensation, acquisition-related, severance and reorganization costs, gain or loss on disposal of assets, and certain other non-cash items that we do not view as indicative of our ongoing performance.

EXHIBIT 99.1

The following tables are a reconciliation of net income or loss to Adjusted EBITDA for the respective periods, in millions:


	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended September 30, 2023
Net income (loss)	$	10.6	$	4.3	$	4.5	$	(10.0)	$	9.4
Interest expense, net	—		—		—		0.7		0.7
Income tax expense	—		—		—		1.6		1.6
Depreciation and amortization	5.1		3.1		2.0		0.4		10.6
EBITDA	15.7		7.4		6.5		(7.3)		22.3
Impairment of fixed assets	—		—		—		0.4		0.4
Equity based compensation	—		—		—		1.3		1.3

Gain on disposal of property and equipment	—		—		—		(0.1)		(0.1)


Acquisition related costs	—		—		—		0.1		0.1

Adjusted EBITDA	$	15.7	$	7.4	$	6.5	$	(5.6)	$	24.0


	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended June 30, 2023
Net income (loss)	$	11.5	$	2.8	$	4.2	$	(12.4)	$	6.1
Interest expense, net	—		—		—		0.9		0.9
Income tax expense	—		—		—		2.0		2.0
Depreciation and amortization	4.1		2.9		1.4		0.3		8.7
EBITDA	15.6		5.7		5.6		(9.2)		17.7

Equity based compensation	—		—		—		1.2		1.2
Loss on retirement of debt	—		—		—		2.4		2.4
Gain on disposal of property and equipment	—		—		—		(0.5)		(0.5)

Severance and reorganization costs	—		—		—		0.2		0.2
Acquisition related costs	—		—		—		0.9		0.9

Adjusted EBITDA	$	15.6	$	5.7	$	5.6	$	(5.0)	$	21.9

EXHIBIT 99.1


		High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	TA	Nine Months Ended September 30, 2023
Net income (loss)		$	34.0	$	8.9	$	12.1	$	(33.3)	$	21.7
Interest expense, net		—		—		—		2.8		2.8
Income tax expense		—		—		—		5.4		5.4
Depreciation and amortization		14.7		8.4		5.0		1.2		29.3
EBITDA		48.7		17.3		17.1		(23.9)		59.2
Impairment of fixed assets		—		—		—		0.4		0.4
Equity based compensation		—		—		—		3.6		3.6
Loss on retirement of debt		—		—		—		2.4		2.4
Gain on disposal of property and equipment		—		—		—		(1.6)		(1.6)

Severance and reorganization costs		—		—		—		0.4		0.4
Acquisition related costs		—		—		—		1.6		1.6

Adjusted EBITDA		$	48.7	$	17.3	$	17.1	$	(17.1)	$	66.0


	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended September 30, 2022
Net income (loss)	$	10.7	$	8.6	$	9.2	$	(14.9)	$	13.6
Interest expense, net	—		—		—		1.8		1.8
Income tax expense	—		—		—		3.4		3.4
Depreciation and amortization	6.3		2.8		1.3		0.4		10.8
EBITDA	17.0		11.4		10.5		(9.3)		29.6
Impairment of fixed assets	—		—		—		0.2		0.2
Equity based compensation	—		—		—		1.1		1.1

Gain on disposal of property and equipment	—		—		—		(1.1)		(1.1)
Bargain purchase gain, net of tax	—		—		—		(0.8)		(0.8)
Severance and reorganization costs	—		—		—		1.1		1.1

Legal fees and settlements	—		—		—		0.2		0.2
Adjusted EBITDA	$	17.0	$	11.4	$	10.5	$	(8.6)	$	30.3

EXHIBIT 99.1


	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Nine Months Ended September 30, 2022
Net income (loss)	$	24.5	$	5.6	$	15.6	$	(38.2)	$	7.5
Interest expense, net	—		—		—		5.7		5.7
Income tax expense	—		—		—		1.0		1.0
Depreciation and amortization	20.8		8.3		3.3		1.4		33.8
EBITDA	45.3		13.9		18.9		(30.1)		48.0
Impairment of fixed assets	—		—		—		1.3		1.3
Equity based compensation	—		—		—		2.8		2.8


Bargain purchase gain, net of tax	—		—		—		(3.6)		(3.6)
Severance and reorganization costs	—		—		—		1.6		1.6
Acquisition related costs	—		—		—		6.5		6.5
Legal fees and settlements	—		—		—		1.3		1.3
Adjusted EBITDA	$	45.3	$	13.9	$	18.9	$	(20.2)	$	57.9

Free Cash Flow

We believe free cash flow is an important financial measure for use in evaluating the Company’s financial performance, as it measures our ability to generate additional cash from our business operations. Free cash flow should be considered in addition to, rather than as a substitute for, net income as a measure of our performance or net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Therefore, we believe it is important to view free cash flow as supplemental to our entire statement of cash flows.

The following table is a reconciliation of consolidated operating cash flows to Free Cash Flow for the respective periods, in millions:


	Three Months Ended			Nine Months Ended
	September 30, 2023			September 30, 2023			September 30, 2022
Net cash provided by operating activities	$	12.2		$	53.1		$	7.8
Purchase of property and equipment	(15.0)			(27.9)			(5.7)
Free cash Flow	$	(2.8)		$	25.2		$	2.1

Add back: Purchase of property and equipment related to asset acquisition	7.3			7.3
Modified Free cash Flow	$	4.5		$	32.5

EBITDA	$	24.0		$	66.0		$	57.9
Free cash Flow conversion - Free cash flow as a percentage of EBITDA	(12)		%	38		%	4		%
Modified Free cash Flow conversion - Modified Free cash Flow as a percentage of EBITDA	19		%	49		%

Cover	Oct. 26, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 26, 2023
Entity Registrant Name	Ranger Energy Services, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38183
Entity Tax Identification Number	81-5449572
Entity Address, Address Line One	10350 Richmond
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
City Area Code	Registrant’s telephone number, including area code: (713) 935-8900
Local Phone Number	Registrant’s telephone number, including area code: (713) 935-8900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	RNGR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001699039
Current Fiscal Year End Date	--12-31