Selling stockholder of Kodiak Gas Services (KGS) completes 10M-share secondary sale

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. reported that Frontier TopCo Partnership, L.P., a selling stockholder, entered into an underwriting agreement with Goldman Sachs & Co. LLC for an offering of 10,000,000 shares of Kodiak common stock at $34.40 per share. This is a secondary sale by the selling stockholder, not a new issuance by the company.

The company did not sell any shares in this transaction and did not receive any of the proceeds from the sale. The offering closed on September 9, 2025. The underwriting agreement includes customary representations, warranties, closing conditions, termination provisions, and indemnification arrangements in favor of the underwriter.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

9950 Woodloch Forest Dr.19th FloorThe WoodlandsTexas77380936539-3300FALSE0001767042September 9, 202500017670422025-09-092025-09-09

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): September 9, 2025

____________________

Kodiak Gas Services, Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware

001-41732

83-3013440

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

9950 Woodloch Forest Dr., 19th Floor, The Woodlands, Texas						77380
(Address of principal executive offices)						(Zip Code)

(936) 539-3300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

______________________

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:

o			Written communications pursuant to Rule 425 under the Securities Act
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

KGS

The 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

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. o

Item 8.01 Other Events.

On September 8, 2025, Kodiak Gas Services, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Frontier TopCo Partnership, L.P. (the “Selling Stockholder”) and Goldman Sachs & Co. LLC (the “Underwriter”), relating to the offer and sale (the “Offering”) by the Selling Stockholder of 10,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), by the Selling Stockholder at a price to the public of $34.40 per share. The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of the shares offered by the Selling Stockholder. The Offering closed on September 9, 2025.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholder have agreed to indemnify the Underwriter against certain liabilities and to contribute to payments the Underwriter may be required to make in the event of any such liabilities.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

No.			Description
1.1			Underwriting Agreement, dated as of September 8, 2025, among the Company, Frontier TopCo Partnership, L.P. and Goldman Sachs & Co. LLC.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			Kodiak Gas Services, Inc.
Date: September 9, 2025			By:			/s/ Kelly M. Battle
			Name:						Kelly M. Battle
			Title:						Executive Vice President, Chief Legal Officer,
									Chief Compliance Officer and Corporate Secretary

FAQ

What did Kodiak Gas Services, Inc. (KGS) disclose in this 8-K filing?

Kodiak Gas Services disclosed that a selling stockholder, Frontier TopCo Partnership, L.P., completed a secondary offering of 10,000,000 shares of Kodiak common stock under an underwriting agreement with Goldman Sachs & Co. LLC. The company itself did not sell shares or receive proceeds.

How many Kodiak Gas Services (KGS) shares were sold and at what price?

The selling stockholder offered and sold 10,000,000 shares of Kodiak Gas Services common stock at a price to the public of $34.40 per share. These shares were existing shares held by the selling stockholder, not newly issued by the company.

Did Kodiak Gas Services (KGS) receive any proceeds from this share offering?

Kodiak Gas Services did not receive any proceeds from this offering. All 10,000,000 shares sold at $34.40 per share were offered by Frontier TopCo Partnership, L.P. as a selling stockholder, so the cash proceeds went solely to that selling stockholder.

Who were the main parties involved in Kodiak Gas Services’ (KGS) secondary offering?

The transaction involved Kodiak Gas Services, Inc. as the issuer, Frontier TopCo Partnership, L.P. as the selling stockholder, and Goldman Sachs & Co. LLC as the underwriter. They entered into an underwriting agreement containing customary representations, warranties, conditions, and indemnification provisions.

When did the Kodiak Gas Services (KGS) secondary offering close?

The secondary offering of 10,000,000 Kodiak Gas Services common shares by Frontier TopCo Partnership, L.P. closed on September 9, 2025. The underwriting agreement governing the transaction was dated September 8, 2025, one day before the closing.

What indemnification arrangements are included in the Kodiak Gas Services (KGS) underwriting agreement?

Kodiak Gas Services and the selling stockholder agreed to indemnify Goldman Sachs & Co. LLC against certain liabilities. They also agreed to contribute to payments the underwriter may be required to make if such liabilities arise, which is a customary feature of underwriting agreements.