RNGR Ranger Energy Services Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Ranger Energy Services, Inc.

(Name of Issuer)

CLASS A COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

75282U 104

(CUSIP Number)

Charles S. Leykum

600 Travis Street, Suite 750

Houston, Texas 77002

(281) 407-0686

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 6, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 75282U 104

CUSIP No. 75282U 104

CUSIP No. 75282U 104

CUSIP No. 75282U 104

CUSIP No. 75282U 104

CUSIP No. 75282U 104

CUSIP No. 75282U 104

CUSIP No. 75282U 104

CUSIP No. 75282U 104

Explanatory Note

This Amendment No. 8 to Schedule 13D amends and supplements the statement on Schedule 13D filed by Charles S. Leykum, CSL Energy Opportunity GP I, LLC, CSL Energy Opportunity GP II, LL, Ranger Energy Holdings, LLC, Torrent Energy Holdings, LLC, Ranger Energy Holdings II, LLC, Torrent Energy Holdings II, LLC, CSL Energy Holdings I, LLC, CSL Energy Holdings II, LLC, CSL Energy Opportunities Fund I, L.P., CSL Energy Opportunities Fund II, L.P. and CSL Energy Opportunities Master Fund, LLC with the Securities and Exchange Commission on November 19, 2019, as amended on March 16, 2020, May 15, 2020, September 22, 2021, November 7, 2023, December 5, 2023, December 20, 2023 and March 26, 2024 (as amended, the “Schedule 13D”) relating to the Class A Common Stock of Ranger Energy Services Inc. (the “Issuer”).

The principal executive offices of the Issuer are located at 10350 Richmond, Suite 550, Houston, Texas 77042. Except as set forth below and as to give effect to the changes in ownership amounts reflected above, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) Calculations of the percentage of shares of Class A Common Stock beneficially owned are calculated in accordance with Rule 13d-3 and assume that there are 22,883,296 shares of Class A Common Stock outstanding as of April 30, 2024 (based on the Issuer’s Quarterly Report on Form 10-Q filed on May 7, 2024).

The aggregate number and percentage of shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

Charles S. Leykum (“Leykum”) is the record holder of 43,140 shares of Class A Common Stock. On January 23, 2024, CSL Energy Opportunity GP I, LLC (“CSL GP I”) distributed all 1,186 shares of Class A Common Stock held by it to Leykum. Following this distribution, CSL GP I no longer held any shares of Class A Common Stock.

On April 30, 2024, CSL Fund II Preferred Holdings LLC (“CSL Preferred Holdings”) distributed all 3,525,000 shares of Class A Common Stock held by it to its members, CSL Energy Opportunities Fund II, L.P. (“CSL OII”) and CSL Energy Holdings II, LLC (“CSL HII”), pro rata in connection with a liquidating distribution, and CSL HII distributed 1,469,170 shares of Class A Common Stock (representing its pro rata portion of the liquidating distribution from CSL Preferred Holdings) to CSL Energy Opportunities Fund II, L.P. (“Offshore Fund II”) pro rata in connection with a liquidating distribution (collectively, the “Distribution”). Following the Distribution, CSL OII is the record holder of 2,055,830 shares of Class A Common Stock, CSL HII no longer holds any shares of Class A Common Stock, and Offshore Fund II is the record holder of 1,469,170 shares of Class A Common Stock. CSL Energy Opportunity GP II, LLC (“CSL GP II”) is (i) the general partner of each of CSL OII and Offshore Fund II and (ii) the managing member of CSL HII.

CSL Capital Management, L.P. (“CSL Capital Management”) is the investment advisor to CSL GP II and CSL Preferred Holdings. CSL CM GP, LLC (“CSL CM GP”) is the general partner of CSL Capital Management. Leykum is the managing member of each of CSL GP I, CSL GP II and CSL CM GP.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than Leykum, CSL GP I and CSL Preferred Holdings to the extent any of such persons directly holds the securities reported on this Schedule 13D) is the beneficial owner of any of the Class A Common Stock referred to herein for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person. Each Reporting Person expressly disclaims beneficial ownership of such shares of Class A Common Stock and any assertion or presumption that it or he and the other persons on whose behalf this statement is filed constitute a “group.”

(c) Annex A attached hereto lists all transactions in Class A Common Stock since the most recent filing of an amendment to this Schedule 13D except as set forth in this Item 5. The transactions in Common Stock set forth on Annex A were effected in the open market through a broker.

(e) With respect to CSL HII, CSL Preferred Holdings and CSL GP I, this Amendment No. 8 constitutes an exit filing. In addition and for the avoidance of doubt, with respect to Ranger Energy Holdings, LLC, Torrent Energy Holdings, LLC, Ranger Energy Holdings II, LLC, Torrent Energy Holdings II, LLC, CSL Energy Holdings I, LLC and CSL Energy Opportunities Fund I, L.P., each of which reported beneficial ownership of 0 shares of Class A Common Stock in Amendment No. 4 to this Schedule 13D filed on November 7, 2023, such Amendment No. 4 constituted an exit filing.

On May 6, 2024, Charles S. Leykum, individually and on behalf of the other Reporting Persons, entered into a lock-up agreement (the “Lock-Up Agreement”) with the Issuer, whereby, subject to certain customary exceptions, the Reporting Persons are restricted for a specified period from making certain sales or dispositions of securities of the Issuer held by them. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 99.1 to this Schedule 13D and is incorporated by reference herein.

Item 7 of the Schedule 13D is amended and supplemented as follows:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ANNEX A

TRANSACTIONS

The following table sets forth all transactions with respect to Class A Common Stock effected since the most recent filing of an amendment to this Schedule 13D by the Reporting Persons or on behalf of the Reporting Persons in respect of the shares of Class A Common Stock, inclusive of any transactions effected through 4:00 p.m., New York City time, on the date hereof.

Exhibit 12

May 6, 2024

Charles S. Leykum

Individually and on behalf of CSL

Dear Charlie:

This letter agreement (“Lock-Up Agreement”) is made effective as of May 6, 2024 in order to memorialize the binding terms of the understanding between Ranger Energy Services, Inc. (“Ranger” or the “Company”), on one hand, and CSL Capital Management, L.P., for itself and on behalf of any of its subsidiaries or affiliated entities (including CSL Energy Opportunities Fund II, L.P. and CSL Energy Holdings II, LLC), and you (collectively “CSL”), on the other hand, relating to any CSL transactions in Ranger securities. Specifically, for the mutual benefit of the parties, the consideration recited herein, and for other good and valuable consideration the sufficiency of which is hereby acknowledged, CSL has agreed it will not, without the Ranger Board of Director’s prior written consent, enter into any Prohibited Transactions involving or otherwise relating to Ranger securities for a period ending at 5:00 p.m. eastern on December 31, 2024 (the “Lock-Up Period”). For purposes of this Lock-Up Agreement, “Prohibited Transactions” include: (1) offering, pledging, encumbering, hypothecating, selling, granting of an option, or contracting to sell, lend or otherwise attempt to or transfer or dispose of, directly or indirectly, any shares of common stock of Ranger (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by CSL (directly or indirectly, whether by CSL or a person acting on behalf of CSL or at its direction) (collectively, the “CSL Shares”); (2) entering into any put, call, hedge, short sale or swap or other arrangement that could or does transfer to another or give another rights with respect to, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction to be settled by delivery of Common Stock or such other securities, in cash or otherwise (including for purposes of (1) or (2) above, any other act or transaction that would transfer the beneficial ownership of Ranger securities, within the meaning of applicable securities laws, from CSL to any other person); or (3) publicly disclosing the intention to do any of the foregoing.

Notwithstanding the foregoing, the undersigned may:

provided that in the case of any transfer or distribution pursuant to clauses (2) or (3)(i) through (3)(vii) above, such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee sign and deliver a lock-up agreement to Ranger substantially in the form of this Lock-Up Agreement for a period not to exceed the Lock-Up Period.

2

This Lock-Up Agreement shall be automatically and concurrently terminated and be of no further force or effect upon the occurrence of any of the following:

In exchange for the foregoing, and for other good and valuable consideration, Ranger agrees it shall reimburse CSL for any reasonable attorneys’ fees, costs, and expenses incurred by CSL in connection with its negotiation and execution of this Lock-Up Agreement.

Each party further agrees that, prior to any making any public filings or disclosures relating to this Lock-Up Agreement, unless prohibited by law or otherwise impractical under the circumstances, it will provide reasonable, advance notice of such filings or disclosures, including any draft or proposed filings or disclosures, to the other party’s management for its review and approval, which shall not be unreasonably withheld. The party making the public filing or disclosure agrees it shall incorporate any reasonable changes or additions to such draft filings or disclosures prior to publication or filing. Once a disclosure has been made, nothing prohibits a party from making a future disclosure substantially consistent with such prior disclosure.

CSL further agrees and consents to the entry of stop transfer instructions with Ranger’s transfer agent or any broker relating to transactions involving Ranger securities, and CSL agrees to exercise diligence and to fully cooperate with the placement and implementation of such stop transfer instructions.

CSL acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Lock-Up Agreement. Therefore, in addition to all other remedies available at law (which Ranger does not waive by the exercise of any rights hereunder), CSL shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and CSL hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.

This Lock-Up Agreement shall be governed by and construed in accordance with the state of Texas without giving effect to any choice or conflict of law provision or rule (whether of the state of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the state of Texas. Any legal suit, action, or proceeding arising out of or related to this Lock-Up Agreement shall be instituted exclusively in the state or federal courts located in Houston, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens.

This Lock-Up Agreement constitutes the sole and entire agreement of the parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

3

This Lock-Up Agreement may only be amended, modified, waived or supplemented by an agreement in writing signed by Charles S. Leykum and Ranger. If any term or provision of this Lock-Up Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Lock-Up Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Lock-Up Agreement is irrevocable and shall be binding upon the successors and assigns of CSL with respect to Ranger securities and any such successor or assign shall enter into a similar agreement for the benefit of Ranger. This Lock-Up Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

If CSL agrees to the foregoing, please sign in the space provided below to evidence your binding agreement to the terms of this Lock-Up Agreement. By signing below, you represent you have the authority to bind CSL to this Lock-Up Agreement.

4

Exhibit 13

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Ranger Energy Services, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement (this “Agreement”) as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

Dated: May 8, 2024