Kodiak Announces Proposed Public Offering of Common Stock

Key Terms

underwritten public offering financial

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

asset-based lending facility financial

A lending arrangement where a company borrows money using specific assets—such as unpaid customer invoices, inventory, or equipment—as collateral, similar to using items at a pawn shop to get a short-term loan. Investors care because it alters a company’s cash flow and risk profile: it can provide quick working capital but increases secured obligations and can affect lenders’ priority if the business runs into financial trouble. The terms and size of the facility also influence borrowing costs and financial flexibility.

automatic shelf registration statement regulatory

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

form s-3asr regulatory

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

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THE WOODLANDS, Texas--(BUSINESS WIRE)-- Kodiak Gas Services, Inc. (NYSE: KGS) (“Kodiak” or the “Company”) today announced that it has commenced an underwritten public offering of $750,000,000 of its shares of common stock (the “Offering”). Additionally, the Company intends to grant the underwriters a 30-day option to purchase up to an additional $112,500,000 of shares of common stock from the Company. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

The Company intends to use the net proceeds from the Offering for general corporate purposes, which will include the repayment of a portion of the outstanding borrowings under its asset-based lending facility, and which may also include funding growth capital for additional power generation equipment. Pending the potential use of the net proceeds of the Offering to fund growth capital for additional power generation equipment, the Company may temporarily apply such portion of the net proceeds to repay outstanding borrowings under its asset-based lending facility.

Goldman Sachs & Co. LLC and J.P. Morgan are acting as the joint book-running managers for the Offering.

The Offering will be made only by means of a prospectus supplement and the accompanying base prospectus, which was filed as part of an automatic shelf registration statement on Form S-3ASR (File No. 333-295847), which was previously filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2026 and became automatically effective upon filing. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the Offering, as well as copies of the final prospectus supplement, once available, may be obtained on the SEC’s website at www.sec.gov or by contacting Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing registration-syndops@ny.email.gs.com; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

This press release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Kodiak

Kodiak is a leading contract compression, distributed power, and energy infrastructure services provider in the United States. The Company serves as a critical link in the infrastructure chain that enables the safe, reliable and efficient production of energy. Headquartered in The Woodlands, Texas, Kodiak provides contract compression, distributed power, and related services to oil and gas producers, midstream customers, and digital infrastructure operators.

Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than statements of historical fact. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. They include statements regarding the Offering and the expected use of proceeds therefrom. Although Kodiak believes the expectations and forecasts reflected in the forward-looking statements are reasonable, Kodiak can give no assurance they will prove to have been correct. These forward-looking statements may be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties, most of which are difficult to predict and many of which are beyond Kodiak’s control. Important risks, assumptions and other important factors that could cause future results to differ materially from those expressed in the forward-looking statements are described in the Company’s filings with the SEC, including, but not limited to, those described under “Risk Factors” in Item 1A of Kodiak’s annual report on Form 10-K for the year ended December 31, 2025 and any updates to those factors set forth in Kodiak’s subsequent quarterly reports on Form 10-Q. Except as otherwise required by applicable law, Kodiak disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260513031982/en/

Graham Sones, VP of Investor Relations
ir@kodiakgas.com
(936) 755-3259

Source: Kodiak Gas Services, Inc.