KGS: 10,000,000-share sale at $33.60; $33.3M repurchase

Rhea-AI Filing Summary

Kodiak Gas Services (KGS) disclosed a secondary offering by Frontier TopCo Partnership, L.P. of 10,000,000 shares of common stock at $33.60 per share. The company did not sell any shares in the transaction and did not receive proceeds from the sale. In a related move, Kodiak purchased 1,000,000 shares from the underwriter for an aggregate of approximately $33.3 million under its existing buyback program.

Following this repurchase, $31.7 million remains available under the program. Both the offering and the buyback closed on November 13, 2025. The underwriting agreement includes customary terms and indemnification provisions.

Insights

Capital markets analyst

Secondary sale with concurrent buyback; neutral capital markets event.

A selling stockholder offered 10,000,000 shares at $33.60. The company did not issue shares or receive proceeds, indicating no primary dilution from the sale. Concurrently, the company repurchased 1,000,000 shares for about $33.3 million via its existing program.

The transaction closed on November 13, 2025. Remaining authorization is $31.7 million. Actual share count effects depend on the buyback size relative to float; the excerpt does not quantify float or dilution.

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 WoodlandsTexas77380936539-3300FALSE0001767042November 13, 202500017670422025-11-132025-11-13

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): November 13, 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 November 12, 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 $33.60 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 Underwriting Agreement also provided for the Company’s purchase from the Underwriter of 1,000,000 shares of Common Stock that were subject to the Offering at a price per share equal to the price at which the Underwriter purchased the shares from the Selling Stockholder in the Offering, for an aggregate purchase price of approximately $33.3 million (the “Share Repurchase”). The Share Repurchase was made pursuant to the Company’s existing share repurchase program. After the completion of the Share Repurchase described above, there is approximately $31.7 million remaining under the Company’s share repurchase program.

The Offering and the Share Repurchase closed on November 13, 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 November 12, 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: November 13, 2025			By:			/s/ John B. Griggs
			Name:						John B. Griggs
			Title:						Executive Vice President, Chief Financial Officer
									and Secretary

FAQ

What did Kodiak Gas Services (KGS) announce in this 8-K?

A selling stockholder sold 10,000,000 shares at $33.60 per share, and the company repurchased 1,000,000 shares for about $33.3 million.

Did KGS receive any proceeds from the offering?

No. The company did not receive proceeds since it did not sell any shares in the offering.

How many shares did KGS repurchase and for how much?

Kodiak repurchased 1,000,000 shares from the underwriter for approximately $33.3 million.

What remains under KGS’s share repurchase program?

After this transaction, approximately $31.7 million remains available under the buyback program.

When did the offering and repurchase close?

Both transactions closed on November 13, 2025.

What was the offering price per share?

The selling stockholder priced the offering at $33.60 per share.

Who were the parties to the underwriting agreement?

The agreement was among Kodiak Gas Services, Inc., Frontier TopCo Partnership, L.P., and Goldman Sachs & Co. LLC.