Exhibit 99.3

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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

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On August 30, 2024, Archrock completed the previously announced acquisition of all the issued and outstanding equity interests in TOPS (the “TOPS Interests” and such acquisition, the “Acquisition” or “TOPS Acquisition”) pursuant to the terms of the Purchase Agreement. The aggregate consideration in exchange for the TOPS Interests consists of $869.1 million in cash, and 6,873,650 shares of common stock with an acquisition date fair value of $139.1 million. The cash portion of the purchase price was funded with proceeds from the July 2024 Equity Offering and the 2032 Notes offering and borrowings under the Credit Facility. The purchase price is subject to customary post-closing adjustments in accordance with the terms of the Purchase Agreement. Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K/A, to which this unaudited pro forma condensed combined financial information is attached, the Original Form 8-K, or our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as applicable.

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The following unaudited pro forma condensed combined financial information is derived from our historical consolidated financial statements and the historical consolidated financial statements of TOPS and reflects the Acquisition and other transactions contemplated by the Acquisition, including the impacts of our recently completed capital markets and financing transactions, as further described below.

The Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet combines our historical consolidated balance sheet and the historical consolidated balance sheet of TOPS, giving effect to the Acquisition as if it had been completed on June 30, 2024. The Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations combines our historical condensed consolidated statement of operations and the historical statement of operations of TOPS for the six months ended June 30, 2024 and for the year ended December 31, 2023, giving effect to the Acquisition as if it had occurred on January 1, 2023. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the Acquisition, (ii) factually supportable and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined operating results, unless otherwise disclosed.

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The Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet and Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations (together, the “Pro Forma Financial Statements”) are derived from, and should be read in conjunction with our unaudited condensed consolidated financial statements in our Quarterly Report on Form 10-Q as of and for the six months ended June 30, 2024, our audited consolidated financial statements in our Annual Report on Form 10-K as of and for the year ended December 31, 2023, the unaudited financial statements of TOPS as of and for the six months ended June 30, 2024, and the audited financial statements of TOPS for the year ended December 31, 2023 included elsewhere within, and incorporated by reference into, this Current Report on Form 8-K/A. The Pro Forma Financial Statements should not be relied upon as being indicative of our results of operations or financial condition had the Acquisition and the other transactions contemplated by the Acquisition occurred on the dates indicated.

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The Pro Forma Financial Statements have been prepared using the acquisition method of accounting in accordance with GAAP. The valuations of the identifiable assets acquired, and liabilities assumed, and therefore the purchase price allocations, are preliminary and have not yet been finalized as of the date of this filing. As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma combined financial information. There can be no assurance that the final determination will not differ materially from the information presented in these Pro Forma Financial Statements.

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The pro forma adjustments are based on available information and upon assumptions that management believes are reasonable to reflect on a pro forma basis, the effect of the Acquisition and the other transactions contemplated by the Acquisition on our historical financial information. The adjustments are described in the notes to the Pro Forma Financial Statements and do not project our results of operations or financial position for any future period or date, and do not reflect the costs of any integration activities or benefits that may result from realization of future revenue growth or operational synergies expected to result from the Acquisition.

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Archrock, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

At June 30, 2024

(in thousands, except par value and per share amounts)

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Archrock, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the six months ended June 30, 2024

(in thousands, except per share amounts)

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Archrock, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2023

(in thousands, except per share amounts)

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

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TOPS Acquisition

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On August 30, 2024, we completed the TOPS Acquisition, whereby we acquired all of the issued and outstanding equity interests in TOPS, including a fleet of approximately 580,000 horsepower, including approximately 530,000 operating horsepower, for aggregate consideration consisting of $869.1 million in cash and 6,873,650 shares of common stock with an acquisition date fair value of $139.1 million. The cash portion of the purchase price was funded with proceeds from the July 2024 Equity Offering and the 2032 Notes offering and borrowings under the Credit Facility. The purchase price is subject to customary post-closing adjustments in accordance with the terms of the Purchase Agreement.

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July 2024 Equity Offering

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On July 24, 2024, we completed a public underwriting offering to sell 12,650,000 shares of common stock, including 1,650,000 shares pursuant to an over-allotment option, at $21 dollars per share. We received net proceeds of $255.7 million, after deducting $0.6 million of fees related to underwriting discounts, commissions and offering expenses. Proceeds from this equity offering were used to fund a portion of the cash consideration for the TOPS Acquisition.

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2032 Notes

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On August 26, 2024, we completed a private offering of $700 million aggregate principal amount of 6.625% senior notes due September 2032 and received net proceeds of $690.3 million after deducting issuance costs. The $9.7 million of issuance costs were recorded as deferred financing costs within long-term debt in our condensed consolidated balance sheets and are being amortized to interest expense in our condensed consolidated statement of operations over the term of the notes. A portion of the net proceeds were used to fund a portion of the cash consideration for the TOPS Acquisition, the 2027 Notes Tender Offer and to repay borrowings under our Credit Facility.

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The 2032 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the U.S. except pursuant to a registration exemption under the Securities Act and applicable state securities laws. We offered and issued the 2032 Notes only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act.

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The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by us, and all by all of our existing subsidiaries, other than Archrock Partners Finance Corp., which is the issuer of the 2032 Notes. The 2032 Notes and the guarantees rank equally in right of payment with all of our and the guarantors’ existing and future senior indebtedness.

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We may, at our option, redeem all of part of the 2032 Notes at any time on or after September 1, 2027, at specified redemption prices, plus any accrued and unpaid interest. In addition, prior to September 1, 2027, we may redeem up to 40% of the 2032 Notes at specified redemption prices and make-whole premiums, plus any accrued and unpaid interest.

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2027 Notes Tender Offer

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In connection with the offering of the 2032 Notes, we completed a concurrent cash tender offer of $202.0 million, which reflects approximately 101% of the aggregate principal amount of the tendered 2027 Notes and $0.2 million of agent and legal fees.

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First Amendment to the Amended and Restated Credit Agreement

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On August 28, 2024, we amended our Amended and Restated Credit Agreement to, among other things,

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We incurred $2.6 million in transaction costs related to the First Amendment to the Amended and Restated Credit Agreement, which were deferred and are being amortized over the remaining term of the Credit Facility.

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The Pro Forma Financial Statements have been prepared in accordance with Article 11 of Regulation S-X, and combine our historical financial information and the historical financial information of TOPS, giving effect to the TOPS Acquisition and other transactions contemplated by the TOPS Acquisition, the July 2024 Equity Offering, the 2032 Notes, the 2027 Notes Tender Offer, the First Amendment to the Amended and Restated Credit Agreement, and related adjustments described in the notes thereto as if the transactions had been completed on June 30, 2024 with respect to the Unaudited Pro Forma Condensed Combined Balance Sheet, and on January 1, 2023 with respect to the Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2024 and for the year ended December 31, 2023.

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Reclassification adjustments have been made to certain financial statement line items included in the historical presentation of TOPS to conform to our historical financial statement presentation for the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024 and the Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2024, and for the year ended December 31, 2023. These reclassifications have no effect on our reported historical operating income, net income, total assets, total liabilities or stockholders’ equity, or the historical operating income, net income, total assets, total liabilities or stockholders’ equity reported by TOPS.

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The accounting policies used in preparation of the Pro Forma Financial Statements are those described in our Annual Report on Form 10-K for the year ended December 31, 2023. Based on our preliminary review of TOPS accounting policies, the nature and amount of any adjustments to the historical financial statements of TOPS to conform its accounting policies to ours are not expected to be material and would not continue to exist subsequent to the TOPS Acquisition closing. Further review of TOPS accounting policies and consolidated financial statements may result in revisions to accounting policies and financial statement classifications.

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Accounting for the TOPS Acquisition

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The TOPS Acquisition was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, which requires, among other things, the purchase price of TOPS to be allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill.

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3. Preliminary Purchase Price Allocation

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The aggregate consideration was comprised of cash consideration of $869.1 million, subject to customary post-closing adjustments in accordance with the terms of the Purchase Agreement, and 6,873,650 shares of common stock with an acquisition date fair value of $139.1 million. The following table summarizes the consideration transferred for the TOPS Acquisition for purposes of presenting the Pro Forma Financial Statements:

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The preliminary allocation of the purchase price was based upon preliminary valuations, and our estimates and assumptions are subject to change upon the completion of management’s review of the final valuations. We are in the process of finalizing valuations related to property, plant and equipment, identifiable intangible assets and goodwill. Post-closing adjustments to the purchase price could impact future depreciation and amortization as well as income tax expense. The final valuation of net assets acquired is expected to be completed as soon as practicable, but no later than one year from the acquisition date.

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The following table summarizes the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date:

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The valuation methodologies and significant inputs for fair value measurements are detailed by asset class below. The fair value measurements for property, plant and equipment and intangible assets are based on significant inputs that are not observable in the market and therefore represent Level 3 measurements.

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Property, Plant and Equipment

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The preliminary amount of property, plant and equipment is primarily comprised of electric motor drive compression equipment that will depreciate on a straight-line basis over an estimated average remaining useful life of 25 years. The preliminary fair value of the property, plant and equipment was determined using both the cost and market approach. Under the cost approach, we estimated the replacement cost of the assets by evaluating recent purchases of similar assets or published data, then adjusted replacement cost for physical deterioration and functional and economic obsolescence, as applicable. We then considered the market approach by comparing our estimated dollar per horsepower to market comparables and market participant assumptions and adjusted as necessary.

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Other fixed assets were valued using the indirect cost method, whereby we applied asset-specific trend information using published indexes to calculate the estimated replacement cost of assets that were identified to be reflected at historical cost. Other assets were depreciated based on published normal useful life estimates and prior experience with similar assets.

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Intangible Assets

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The intangible assets consist of customer relationships and trade names that have estimated useful lives of 12 years and five years, respectively. The preliminary amount of intangible assets and their associated useful life were determined based on the period over which the assets are expected to contribute directly or indirectly to our future cash flows.

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The fair value of the identifiable intangible assets related to customer relationships was determined using the multi-period excess earnings method, which is a specific application of the discounted cash flow method, an income approach, whereby we estimated and then discounted the future cash flows of the intangible asset by adjusting overall business revenue for attrition, obsolescence, cost of sales, operating expenses, taxes and the required returns attributable to other contributory assets acquired. Significant estimates made in arriving at expected future cash flows included our expected customer attrition rate and the amount of earnings attributable to the assets. To discount the estimated future cash flows, we utilized a discount rate that was at a premium to our weighted average cost of capital to reflect the less liquid nature of the customer relationships relative to the tangible assets acquired.

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It is generally accepted that the fair market value of a trade name is best measured by the relief-from-royalty method under the income approach, whereby we calculated the royalty savings by estimating a reasonable royalty rate that a third party would negotiate in a licensing agreement expressed as a percentage of total revenue involving a trade name. The revenue related to the trade name was multiplied by the selected royalty rate over the estimated expected useful life of the trade name to arrive at the royalty savings. The royalty savings were tax effected and discounted to present value using a discount rate commensurate with the risk profile of the trade name relative to our WACC and the return on the other acquired assets of TOPS.

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Goodwill

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Goodwill is calculated as the difference between the preliminary estimate of fair value of the consideration transferred and the preliminary estimates of fair value assigned to the assets acquired and liabilities assumed. The preliminary amount of goodwill resulting from the TOPS Acquisition is attributable to the expansion of our services in the Permian Basin where we currently operate and was allocated to our contract operations segment. The goodwill recorded is considered to have an indefinite life and will be reviewed annually for impairment or more frequently if indicators of potential impairment exist. All of the goodwill recorded for the TOPS Acquisition is expected to be deductible for U.S. federal income tax purposes.

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Indemnification Asset

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In connection with the TOPS Acquisition, we recorded a non-income, tax-based contingency of $4.2 million and a corresponding indemnification asset of $4.2 million based on facts existing on the date of the TOPS Acquisition. The tax contingency arose from pre-acquisition activities of TOPS. As part of the TOPS Acquisition, the sellers agreed to indemnify us for certain tax contingencies up to $21.6 million as of the acquisition date. Dependent upon facts and circumstances, the sellers’ indemnification obligation may be reduced over a period of five years from the acquisition date but may be extended until the resolution of any claims timely submitted to the sellers.

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4. Notes to Unaudited Pro Forma Condensed Combined Balance Sheet

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The following pro forma adjustments are included in the Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet as of June 30, 2024, and should be read in conjunction with Note 5 (Notes to Unaudited Pro Forma Condensed Combined Statements of Operations):

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5. Notes to Unaudited Pro Forma Condensed Combined Statements of Operations

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The following pro forma adjustments are included in the Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2024 and for the year ended December 31, 2023 and should be read in conjunction with Note 4 (Notes to Unaudited Pro Forma Condensed Combined Balance Sheet):

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6. Unaudited Pro Forma Earnings per Common Share

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The pro forma weighted average number of basic shares outstanding was calculated by adding our weighted average number of basic shares of common stock outstanding for the six months ended June 30, 2024 and for the year ended December 31, 2023, the pro forma number of shares of common stock issued in connection with the July 2024 Equity Offering, the stock consideration for the TOPS Acquisition, and participating shares granted as a result of the TOPS Acquisition and expected to be issued upon vesting. The pro forma weighted average number of diluted shares outstanding is adjusted for the incremental common stock equivalents attributed to the performance–based restricted stock units granted as a result of the TOPS Acquisition and expected to be issued upon vesting. The calculation of the pro forma weighted average shares outstanding for basic and diluted net income per share assumes the shares issued in connection with the TOPS Acquisition and the July 2024 Equity Offering have been outstanding for the entire periods presented.

Unaudited basic pro forma earnings per common share is determined by dividing pro forma net income, after deducting pro forma amounts allocated to participating securities, by the pro forma weighted average number of basic shares outstanding for the period. Unaudited diluted pro forma earnings per common share is computed using the pro forma weighted average number of common shares outstanding during the period after adjusting for the impact of common stock equivalents that would have a dilutive effect on pro forma earnings per common share.

The following table shows the calculation of pro forma net income attributable to common stockholders used in the calculation of pro forma basic and diluted earnings per common share, and potential shares of common stock that were included in computing diluted pro forma earnings per common share. There were no potential shares of common stock issuable excluded from computing diluted pro forma earnings per common share because their inclusion would have been anti–dilutive:

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