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): January 621, 2026

Commission File Number 001-33666

ARCHROCK, INC.

(Exact name of registrant as specified in its charter)

Delaware		74-3204509
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

9807 Katy Freeway, Suite 100, Houston, TX 77024

Houston, Texas

(Address of principal executive offices, zip code)

(281) 836-8000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	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	Name of ~~each~~ exchange on which registered
Common stock, par value $0.01 per share	AROC	New York Stock Exchange
		NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement

~~Purchase Agreement~~Indenture

On January 621, 2026, Archrock Services, L.P. (the “~~Archrock Services~~Partnership”), and ~~Archrock~~its ~~Partners Finance Corp., a~~ wholly owned subsidiary, of Archrock Partners~~, L.P.,~~ ~~(together~~Finance ~~with~~Corp. ~~Archrock Services, the~~ (“~~Issuers~~Finance Corp.”, and ~~Archrock~~, ~~Inc.,~~ ~~as parent guarantor (the “Company”),~~together ~~and~~with the ~~other subsidiary guarantors thereto (together with Company~~Partnership, the “~~Guarantors~~Issuers”), ~~entered~~completed ~~into~~ a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule 1 thereto (the “Initial Purchasers”), with respect to an upsized private offering (the “Notes Offering”) ~~by the Issuers~~ of $800,000,000 ~~aggregate~~ aggregate principal amount of 6.000% ~~Senior~~senior ~~Notes~~notes due 2034 (the “Notes”) ~~of the Issuers~~, along with the related guarantees of the Notes (the “Guarantees”) ~~of the Notes~~. ~~The Offering is expected to close on or about January 21, 2026, subject to customary closing conditions.~~

The Notes and Guarantees ~~will be~~were issued ~~and sold to the Initial Purchasers~~ pursuant to an ~~exemption~~indenture ~~from the registration requirements of the Securities Act of 1933, as amended~~ (the “~~Securities Act~~Indenture”), ~~pursuant~~dated toJanuary ~~Section 4(a)(2) thereunder.~~21, ~~The~~2026, ~~Initial~~among ~~Purchasers intend to resell~~ the ~~Notes~~Issuers, ~~and~~Archrock, ~~Guarantees~~Inc. (~~i) inside~~ the ~~United States to~~ “~~qualified institutional buyers,~~Parent” ~~as defined in Rule 144A (“Rule 144A”~~), ~~under the Securities Act in private sales exempt from registration under the Securities Act in accordance~~certain ~~with~~subsidiaries ~~Rule 144A, and~~ (~~ii) to~~ other ~~eligible~~than ~~purchasers pursuant to offers and sales that occur outside~~ the ~~United~~Issuers) ~~States~~of ~~within~~ the ~~meaning~~Parent ofparty ~~Regulation~~thereto S(collectively ~~under~~with the ~~Securities~~Parent, ~~Act~~the (“~~Regulation S~~Guarantors”) ~~in accordance with Regulation S. The Notes~~ and ~~Guarantees~~Regions ~~have~~Bank, ~~not~~as ~~been~~trustee ~~registered under~~ (the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws“Trustee”).

The Notes ~~were~~are ~~priced~~fully atand ~~par.~~unconditionally guaranteed, ~~The~~jointly ~~Company~~and ~~intends~~severally, toon ~~use~~a ~~the~~senior ~~approximately~~unsecured ~~$789~~basis ~~million~~by ofthe ~~net~~Guarantors. ~~proceeds~~The ~~from~~Notes and the ~~offering~~Guarantees ofrank ~~the~~equally ~~Notes~~in toright ~~repay~~of apayment ~~portion~~with all of the ~~outstanding borrowings~~Issuers’ ~~under~~and the ~~Company~~Guarantors’s ~~revolving~~existing ~~credit~~and ~~facility~~future senior indebtedness.

~~The~~Interest ~~Purchase~~on ~~Agreement~~the ~~contains customary~~Notes ~~representations,~~is ~~warranties~~payable ~~and~~semi-annually in ~~covenants~~arrears ~~and~~on ~~includes~~February ~~the~~1 ~~terms~~ and ~~conditions~~August ~~for~~1 ~~the sale~~ of ~~the~~each ~~Notes~~year, ~~indemnification~~beginning ~~(including indemnification~~August ~~for~~1, ~~liabilities~~2026, ~~under~~at ~~the~~a ~~Securities~~rate ~~Act)~~of ~~and~~6.000% ~~contribution~~per ~~obligations~~year. ~~and~~The ~~other~~Notes ~~terms~~mature ~~and~~on ~~conditions customary in agreements~~February of1, ~~this type~~2034.

~~Certain~~At ofany ~~the~~time ~~Initial~~prior ~~Purchasers~~to February 1, 2029, the Issuers ~~and~~may ~~their~~redeem ~~affiliates~~all ~~have~~or ~~provided~~part inof the ~~past~~Notes, at a redemption price equal to 100% of the ~~Company~~principal ~~and~~amount ~~its~~of ~~affiliates~~the Notes plus a “make-whole” premium plus accrued and ~~may~~unpaid ~~provide~~interest, ~~from~~if ~~time~~any, to, but not including, the redemption date. At any time inprior to February 1, 2029, the Issuers ~~future~~may ~~certain~~also redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash ~~commercial~~proceeds ~~banking,~~from ~~financial~~one ~~advisory~~or more equity offerings, ~~investment~~at ~~banking~~a ~~and~~redemption ~~other~~price ~~services~~of ~~for~~106.000% of the ~~Company~~principal amount of the Notes to be redeemed, plus accrued and ~~such~~unpaid ~~affiliates~~interest, inif any, to, but not including, the ~~ordinary~~redemption ~~course~~date, as long as at least 60% of the aggregate principal amount of ~~their~~the ~~business,~~Notes ~~for~~originally ~~which~~issued ~~they~~on ~~have~~the ~~received~~issue date (excluding notes held by the Parent and ~~may~~its ~~continue~~subsidiaries) toremains ~~receive~~outstanding ~~customary~~after ~~fees~~each such redemption and ~~commissions~~the redemption occurs within 180 days after the date of the closing of such equity offering.

~~Certain~~On ~~of the Initial Purchasers~~ or ~~their~~after ~~respective~~February ~~affiliates~~1, ~~are~~2029, ~~lenders and/or agents under~~ the ~~Company’s~~Issuers ~~revolving~~may ~~credit facility and receive customary fees~~redeem ~~and~~all ~~expense~~or ~~reimbursement~~part ~~in connection therewith. The Company may use a portion~~ of the ~~net~~Notes ~~proceeds~~at ~~from~~ the ~~sale~~redemption ofprices ~~the~~set ~~notes~~forth ~~offered hereby~~below, toplus ~~partially~~accrued ~~repay~~and ~~outstanding~~unpaid ~~borrowings under its revolving credit facility. Accordingly~~interest, ~~certain~~if ~~of the Initial Purchasers or their respective affiliates may receive a portion of the proceeds from this offering. In addition~~any, ~~from time~~ to ~~time~~, ~~certain~~but ofnot ~~the~~including, ~~initial~~the ~~purchasers~~redemption ~~and their affiliates may effect transactions for their own account or the account of customers~~date, ~~and~~beginning ~~hold~~ on ~~behalf~~February 1 of ~~themselves or their customers, long or short positions in~~ the ~~Company’s~~years ~~debt~~indicated ~~or equity securities or loans, and may do so in the future.~~below:

In addition, the Issuers and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities for a period of 90 days after the date of the Purchase Agreement without the prior consent of J.P. Morgan Securities LLC.

Year	Percentage
2029	103.000	%
2030	101.500	%
2031 and thereafter	100.000	%

The ~~summary~~Indenture contains covenants that will limit the ability of the ~~Purchase~~Parent and its restricted subsidiaries, including the Issuers, to (i) make distributions on, purchase or redeem the ~~Agreement~~Parent’s ~~set~~common ~~forth~~stock inor ~~this~~repurchase ~~Item~~or ~~1.01~~redeem ~~does~~subordinated ~~not~~indebtedness; ~~purport~~(ii) make investments; (iii) incur, assume or guarantee additional indebtedness or issue preferred stock; (iv) create liens to besecure ~~complete~~indebtedness; (v) sell or otherwise dispose of assets; (vi) consolidate with or merge with or into, or sell its properties to, another person; (vii) enter into transactions with affiliates; and (viii) iscreate ~~qualified~~unrestricted bysubsidiaries. ~~reference~~These covenants are subject to ~~such~~important ~~agreement,~~exceptions aand ~~copy~~qualifications. ofIf ~~which~~the Notes achieve isan ~~being~~investment ~~filed~~grade asrating ~~Exhibit 10~~from at least two out of the three of Moody’s Investors Service, Inc.1, ~~hereto~~Fitch Ratings, Inc. and isS&P Global ~~incorporated~~Ratings ~~herein~~and byno ~~reference~~default under the Indenture exists, many of the foregoing covenants will terminate.

The Indenture also contains customary events of default, including (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes; (iii) covenant defaults, (iv) cross-defaults to certain indebtedness and (v) certain events of bankruptcy or insolvency with respect to the Parent or any of the Guarantors (including the Issuers). If an event of default arises from certain events of bankruptcy, insolvency or reorganization, with respect to the Issuers, the Parent, any restricted subsidiary of the Parent that is a significant subsidiary or any group of restricted subsidiaries of the Parent that, taken together, would constitute a significant subsidiary of the Parent, all outstanding Notes will become due and payable immediately without further action or notice. If an event of default occurs and is continuing, the Trustee or the holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

If the Partnership experiences certain kinds of changes of control, holders of the Notes will be entitled to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder’s Notes pursuant to an offer on the terms set forth in the Indenture. The Partnership will offer to make a cash payment equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

The summary of the Indenture set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 hereof is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On January 621, 2026, the ~~Company~~ Parent issued a press release announcing the ~~upsizing~~closing ~~and pricing~~ of the Notes Offering. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Item 7.01 and Exhibits ~~Exhibit~~ 99.1 and 99.2 attached hereto are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information ~~included~~ included in this Item 7.01 and ~~Exhibit~~ Exhibits 99.1 and 99.2 attached hereto shall not be incorporated by reference into any registration statement or or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Purchase Agreement, dated as of January 6, 2026, by and among Archrock Services, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein.
4.1		Indenture, dated as of January 21, 2026, by and among Archrock Services, L.P., Archrock Partners Finance Corp., the guarantors party thereto and Regions Bank, as trustee.
99.1		Archrock, Inc. press release, dated January 621, 2026, announcing the closing of the Notes Offering.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	ARCHROCK, INC.
	By:	/s/ Stephanie C. Hildebrandt
	/s/ Stephanie C. Hildebrandt
	Stephanie C. Hildebrandt	~~Stephanie C. Hildebrandt~~
	Senior Vice President, General Counsel and Secretary	~~Senior Vice President, General Counsel and Secretary~~
January 6, 2026
Date: January 21, 2026

Filing Compare · Archrock, Inc.