Kodiak Gas Services (NYSE: KGS) completes Distributed Power Solutions acquisition
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Kodiak Gas Services, Inc. completed its acquisition of Distributed Power Solutions, LLC (DPS) on April 1, 2026. Kodiak paid $587 million in cash and issued 2,401,278 shares of common stock to the sellers. The stock was issued as an unregistered private placement under Section 4(a)(2) of the Securities Act.
The acquired business, now rebranded as Kodiak Power Solutions, adds approximately 395 megawatts of distributed and behind-the-meter power generation capacity and broadens Kodiak’s customer base into data centers, microgrids, manufacturing and energy infrastructure. Kodiak states it expects the transaction to be immediately accretive to earnings and discretionary cash flow per share and to extend the duration and stability of its contracted cash flows.
Positive
- Strategic, accretive acquisition: Kodiak closed the DPS deal for $587 million in cash plus 2.4 million shares, adding about 395 MW of distributed power capacity and stating it expects the transaction to be immediately accretive to earnings and discretionary cash flow per share.
Negative
- Integration, leverage and dilution risks: Kodiak highlights risks that anticipated benefits and synergies from the DPS acquisition may not be realized, notes obligations associated with its indebtedness, and cites dilution from issuing additional shares of common stock in connection with the transaction.
Insights
Kodiak adds 395 MW power capacity in a cash-and-stock deal it expects to be accretive.
Kodiak Gas Services has closed the DPS acquisition, paying $587 million in cash plus issuing about 2.4 million shares. This moves the business beyond contract compression into distributed and behind-the-meter power generation with roughly 395 MW of capacity and a more diversified customer base.
The company explicitly states it expects the deal to be immediately accretive to earnings and discretionary cash flow per share, while lengthening and stabilizing contracted cash flows. Risks disclosed include integration execution, potential dilution from new shares and the higher obligations associated with its indebtedness, as well as industry, regulatory and macro factors.
8-K Event Classification
5 items: 1.01, 2.01, 3.02, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Cash consideration: $587 million
Stock consideration: 2,401,278 shares
Added generation capacity: 395 megawatts
+3 more
6 metrics
Cash consideration
$587 million
Aggregate cash paid at DPS acquisition closing
Stock consideration
2,401,278 shares
Kodiak common stock issued to DPS sellers
Added generation capacity
395 megawatts
Distributed and behind-the-meter power from DPS
Accretion statement
Immediately accretive
Earnings and discretionary cash flow per share
Securities Act exemption
Section 4(a)(2)
Unregistered issuance of Kodiak common stock
Registration rights agreement
Shelf & piggyback rights
Resale of common stock issued to DPS sellers
Key Terms
Membership Interest Purchase Agreement, Registration Rights Agreement, distributed power generation, behind-the-meter power generation, +2 more
6 terms
Membership Interest Purchase Agreement financial
"completed the transactions contemplated by that certain Membership Interest Purchase Agreement, dated as of February 5, 2026"
A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.
Registration Rights Agreement regulatory
"the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Mustang and LMC"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
distributed power generation technical
"a leading provider of turnkey distributed power generation solutions"
Distributed power generation is the production of electricity at or near where it will be used, such as rooftop solar panels, small wind turbines, or local backup generators, rather than at a large central power plant. For investors, it matters because it changes demand patterns, creates new markets for equipment and services, and can alter the revenue and cost structure of traditional utilities and energy companies—think of it like people choosing to bake at home instead of buying from a big bakery.
behind-the-meter power generation technical
"expands Kodiak’s platform beyond contract compression into distributed and behind-the-meter power generation"
shelf registration statement regulatory
"require the Company to file and maintain the effectiveness of a shelf registration statement"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
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): April 1, 2026
____________________
(Exact name of registrant as specified in its charter)
______________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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:
| Written communications pursuant to Rule 425 under the Securities Act | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |||||
| 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 | ||||||||||||
NYSE Texas, Inc. | ||||||||||||||
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 ☐
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 1.01 Entry into a Material Definitive Agreement.
On April 1, 2026 (the “Closing Date”), Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), completed the transactions contemplated by that certain Membership Interest Purchase Agreement, dated as of February 5, 2026 (the “Purchase Agreement”), by and among the Company, Kodiak Gas Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the “Buyer”), Distributed Power Solutions, LLC, a Texas limited liability company (“DPS”), Mustang PRS, LLC, a Texas limited liability company (“Mustang”), and Louisiana Machinery Company, L.L.C., a Louisiana limited liability company (“LMC” and, together with Mustang, each a “Seller” and collectively, the “Sellers”), whereby the Buyer purchased all of the issued and outstanding membership interests of DPS from the Sellers as set forth in the Purchase Agreement (the “Acquisition”).
On the Closing Date, the Buyer paid to the Sellers aggregate cash consideration of $587 million (including adjustments for certain additional power generation assets purchased since the transaction announcement, indebtedness and working capital) and the Company issued an aggregate of 2,401,278 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”).
Registration Rights Agreement
On the Closing Date, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Mustang and LMC (collectively, the “Holders”), pursuant to which, among other things, the Holders were granted customary rights to require the Company to file and maintain the effectiveness of a shelf registration statement with respect to the re-sale of the Common Stock received by the Holders, along with customary piggyback registration rights.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition of Disposition of Assets.
The information set forth in Item 1.01 is incorporated into this Item 2.01 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information regarding the Stock Consideration set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the shares of Common Stock was undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
On April 1, 2026, the Company issued a press release announcing the completion of the transactions contemplated by the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This communication contains “forward-looking statements” and information based on the current beliefs of the Company. Forward-looking statements in this communication are identifiable by the use of the following words, the negative of such words, and other similar words: “anticipates”, “assumes”, “believes”, “could”, “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “might,” “plans,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will” and “would.” Important factors that could cause actual results to differ from those indicated in the forward-looking statements in this communication include, but are not limited to: (i) the anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations, including the possibility that any of the anticipated benefits of the Acquisition will not be realized or will not be realized within the expected time period; (ii) the ability of the Company to integrate its business with DPS’s business successfully and to achieve anticipated synergies and value creation; (iii) the risk that disruptions from the
Acquisition or integration activities will harm the Company’s business, including current plans and operations and that management’s time and attention will be diverted on transaction-related issues; (iv) potential adverse reactions or changes to business relationships, including with employees, suppliers, customers, competitors or credit rating agencies, resulting from the announcement or completion of the Acquisition; (v) legislative, regulatory and economic developments, changes in local, national, or international laws, regulations, and policies affecting the Company and DPS; (vi) dilution caused by the Company’s issuance of additional shares of Common Stock in connection with the Acquisition; (vi) the Company’s ability to employ a sufficient number of skilled and qualified workers to combat the operating hazards inherent in the Company’s industry; (vii) changes in the distributed power industry, including sustained decreases in the supply of power generators, demand for electricity and distributed power; (viii) the competitive nature of distributed power services industry in which the DPS and the Company will conduct its business; (ix) the impact of adverse weather conditions; (x) the level of, and obligations associated with, the Company’s indebtedness; (xi) acts of terrorism or outbreak (or expansions) of war, hostilities, civil unrest, attacks against the Company, and other political or security disturbances; (xii) the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; and (xiii) other risk factors and additional information.
The Company believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical experience and present expectations or projections. These risks and uncertainties include, but are not limited to, those discussed throughout the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is available on the Investor Relations page of the Company’s website at https://ir.kodiakgas.com// and on the website of the SEC at www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
As permitted by Item 9.01(a)(3) of Form 8-K, any financial statements required by this Item will be filed by amendment to this Report within 71 days following the date on which this Report is required to be filed.
(b) Pro Forma Financial Information.
As permitted by Item 9.01(a)(3) of Form 8-K, any financial statements required by this Item will be filed by amendment to this Report within 71 days following the date on which this Report is required to be filed.
d) Exhibits.
| No. | Description | ||||
| 2.1* | Membership Interest Purchase Agreement, dated February 5, 2026, by and among Kodiak Gas Services, LLC, Kodiak Gas Services, Inc., Mustang PRS, LLC, Louisiana Machinery Company, L.L.C., and Distributed Power Solutions, LLC (Incorporated by reference to Exhibit 2.1 filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2026) | ||||
| 10.1 | Registration Rights Agreement, dated as of April 1, 2026 | ||||
| 99.1 | Press Release dated April 1, 2026 | ||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document) | ||||
* Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
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: April 1, 2026 | By: | /s/ Jennifer Howard | |||||||||
| Name: | Jennifer Howard | ||||||||||
| Title: | Executive Vice President, General Counsel, | ||||||||||
| Chief Compliance Officer and Corporate Secretary | |||||||||||
 | |||||
| NEWS RELEASE | |||||
| Contact: Graham Sones, VP – Investor Relations ir@kodiakgas.com (936) 755-3529 | |||||
Kodiak Gas Services Announces Completion of
Distributed Power Solutions Acquisition
THE WOODLANDS, TX — April 1, 2026— Kodiak Gas Services, Inc. (NYSE: KGS), (“Kodiak” or the “Company”) today announced that it has completed the previously announced acquisition of Distributed Power Solutions, LLC (“DPS”), a leading provider of turnkey distributed power generation solutions. The acquired business has been rebranded as Kodiak Power Solutions, a division of Kodiak Gas Services.
The acquisition meaningfully expands Kodiak’s platform beyond contract compression into distributed and behind-the-meter power generation, adding approximately 395 megawatts of generation capacity and broadening the Company’s customer base across data centers, microgrids, manufacturing and energy infrastructure end markets.
“The successful closing of the DPS transaction represents an important milestone in Kodiak’s evolution,” said Mickey McKee, Kodiak’s President and Chief Executive Officer. “DPS is a natural strategic extension of our core large-horsepower operating capabilities. We are excited to welcome the DPS team to Kodiak and look forward to delivering long-term value to our customers and shareholders through highly contracted, reliable and scalable power solutions.”
Closing consideration consisted of $587 million of cash consideration (including adjustments for certain additional power generation assets purchased since the transaction announcement, indebtedness assumed and working capital) and the issuance of approximately 2.4 million shares of Kodiak common stock.
Kodiak expects the acquisition to be immediately accretive to earnings and discretionary cash flow per share, while further extending the duration and stability of the Company’s contracted cash flows. Integration activities are underway, with a focus on maintaining service continuity, operational excellence and safety across the combined platform.
About Kodiak
Kodiak is a leading contract compression, distributed power and energy infrastructure services provider in the United States, serving as a critical link in the infrastructure that enables the safe, reliable and efficient production, transportation and generation 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. Additional information is available on our website at kodiakgas.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. 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. Forward-looking statements contained herein include the expected financial impact of the acquisition. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. A list and description of risks, uncertainties and other factors can be found in the Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and filed with the SEC on February 26, 2026 and any updates to those factors set forth in our subsequent quarterly reports on Form 10-Q or current reports on Form 8-K. Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. Except as may be required by applicable law, we undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future developments or otherwise.
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FAQ
What transaction did Kodiak Gas Services (KGS) complete with Distributed Power Solutions?
Kodiak Gas Services completed the acquisition of Distributed Power Solutions, LLC, a turnkey distributed power generation provider. The business has been rebranded as Kodiak Power Solutions and becomes a division of Kodiak, expanding its services beyond contract compression into distributed and behind-the-meter power generation.
How much did Kodiak Gas Services (KGS) pay for the DPS acquisition?
Kodiak paid aggregate cash consideration of $587 million and issued 2,401,278 shares of common stock to the sellers. The cash amount includes adjustments related to additional power generation assets purchased since announcement, assumed indebtedness and working capital, making it a sizable cash-and-stock transaction.
How does the DPS acquisition change Kodiak Gas Services’ (KGS) business profile?
The DPS acquisition adds approximately 395 megawatts of distributed and behind-the-meter power generation capacity and broadens Kodiak’s customer base. New end markets include data centers, microgrids, manufacturing and energy infrastructure, complementing Kodiak’s existing contract compression and energy infrastructure services platform in the United States.
What financial impact does Kodiak Gas Services (KGS) expect from the DPS acquisition?
Kodiak states that it expects the DPS acquisition to be immediately accretive to earnings and discretionary cash flow per share. The company also expects the deal to further extend the duration and stability of its contracted cash flows, reflecting longer-term, highly contracted power solutions revenue streams.