Kodiak Gas Services (NYSE: KGS) holder completes 9.76M-share secondary sale

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. reported that a major existing investor, Frontier TopCo Partnership, L.P., completed a secondary public offering of 9,762,573 shares of Kodiak common stock. The shares were sold to the public at $34.60 per share under an underwriting agreement with Goldman Sachs & Co. LLC, and the transaction closed on December 2, 2025.

The company itself did not issue any new shares in this transaction and did not receive any of the sale proceeds; all proceeds went to the selling stockholder. Kodiak and the selling stockholder agreed to provide customary representations, warranties and indemnification to the underwriter as part of the agreement.

Insights

Capital markets and equity structure analyst

Existing holder sold 9.76M KGS shares; company issued none and received no cash.

The disclosure explains that Kodiak Gas Services, Inc. entered into an underwriting agreement covering a secondary offering of 9,762,573 existing common shares. These shares were sold by Frontier TopCo Partnership, L.P. at a public price of $34.60 per share through Goldman Sachs & Co. LLC as underwriter. The transaction closed on December 2, 2025, indicating the sale is complete.

Because the company did not sell any shares, this transaction does not bring new capital onto Kodiak’s balance sheet. It is a liquidity event for the selling stockholder rather than a primary capital raise. The underwriting agreement includes customary representations, warranties, closing conditions, termination provisions and indemnification obligations in favor of the underwriter, which are typical for this type of equity offering.

9950 Woodloch Forest Dr.19th FloorThe WoodlandsTexas77380936539-3300FALSE0001767042December 1, 202500017670422025-12-012025-12-01

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): December 1, 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 December 1 , 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 9,762,573 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 $34.60 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 Offering closed on December 2, 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 December 1, 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: December 2, 2025			By:			/s/ John B. Griggs
			Name:						John B. Griggs
			Title:						Executive Vice President and Chief Financial Officer

FAQ

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

Kodiak Gas Services, Inc. reported that Frontier TopCo Partnership, L.P. completed a secondary public offering of 9,762,573 shares of Kodiak common stock under an underwriting agreement with Goldman Sachs & Co. LLC.

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

The selling stockholder offered and sold 9,762,573 shares of Kodiak common stock at a price to the public of $34.60 per share.

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

No. The company did not sell any shares in the offering and did not receive any proceeds; all proceeds went to the selling stockholder, Frontier TopCo Partnership, L.P.

Who acted as underwriter for the Kodiak Gas Services (KGS) secondary offering?

Goldman Sachs & Co. LLC served as the underwriter for the secondary offering of Kodiak’s common stock by the selling stockholder.

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

The offering by the selling stockholder closed on December 2, 2025, following the underwriting agreement dated December 1, 2025.

What are the key terms of the underwriting agreement for Kodiak Gas Services (KGS)?

The underwriting agreement includes customary representations and warranties, agreements and obligations, closing conditions, termination provisions, and indemnification by Kodiak and the selling stockholder in favor of the underwriter.