Kodiak Gas Services prices equity at $71 a share

Kodiak Gas Services, Inc. is issuing 10,563,380 shares of common stock at $71.00 per share in an underwritten equity offering.

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. is issuing 10,563,380 shares of common stock at $71.00 per share in an underwritten equity offering. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as representatives of the underwriters.

The underwriters exercised a 30‑day option to buy an additional 1,584,507 shares, and the full equity offering closed on May 15, 2026. Kodiak plans to use the net proceeds for general corporate purposes, including repaying part of its asset-based lending facility and potentially funding growth capital for additional power generation equipment.

Insights

Capital markets analyst

Kodiak completes a sizable equity raise to reduce debt and fund growth.

Kodiak Gas Services completed an underwritten equity offering at $71.00 per share, including full exercise of the underwriters’ option for 1,584,507 additional shares. This follows effectiveness of an automatic shelf registration on Form S-3, a common structure for repeat capital raises.

The company intends to allocate proceeds toward repaying borrowings under its asset-based lending facility and potentially funding new power generation equipment. This mix of deleveraging and growth spending is typical for capital-intensive businesses and may affect leverage and future earnings depending on project returns.

Future company disclosures will clarify how much of the proceeds ultimately go to debt reduction versus new assets, and how additional power generation investments contribute to revenue and profitability over time.

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, or exhibit attachments filed with this report.

Key Figures

Primary shares offered: 10,563,380 shares Offering price: $71.00 per share Underwriters’ option shares: 1,584,507 shares +3 more

6 metrics

Primary shares offered 10,563,380 shares Common stock issued in equity offering

Offering price $71.00 per share Price to the public for common stock

Underwriters’ option shares 1,584,507 shares 30-day option, fully exercised May 14, 2026

Shelf registration file number 333-295847 Automatic shelf registration on Form S-3

Underwriting agreement date May 13, 2026 Date company entered agreement with underwriters

Equity offering closing date May 15, 2026 Closing of offering including option shares

Key Terms

underwriting agreement, automatic shelf registration statement, preliminary prospectus supplement, final prospectus supplement, +1 more

5 terms

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

automatic shelf registration statement regulatory

"The Equity Offering was made pursuant to an automatic shelf registration statement on Form S-3"

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.

preliminary prospectus supplement regulatory

"as supplemented by a preliminary prospectus supplement dated May 13, 2026"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

final prospectus supplement regulatory

"and a final prospectus supplement dated May 13, 2026, filed with the SEC"

A final prospectus supplement is the definitive document that completes a public securities offering, spelling out the exact terms, number and price of shares or bonds being sold, key risks, and how the proceeds will be used. Investors treat it like the final recipe or instruction sheet for an investment: it replaces earlier drafts and provides the binding, detailed information needed to judge the value and risk before committing funds.

asset-based lending facility financial

"repayment of a portion of the outstanding borrowings under its asset-based lending facility"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did Kodiak Gas Services (KGS) announce in May 2026?

Kodiak Gas Services launched an underwritten equity offering of 10,563,380 common shares at $71.00 per share. The deal also included an underwriters’ option for 1,584,507 additional shares, which was fully exercised and closed on May 15, 2026.

How will Kodiak Gas Services (KGS) use the equity offering proceeds?

Kodiak plans to use net proceeds for general corporate purposes, including repaying part of its asset-based lending facility. The company may also allocate a portion to growth capital for additional power generation equipment, potentially supporting future capacity expansion and revenue growth.

Who underwrote Kodiak Gas Services’ May 2026 equity deal?

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as representatives of the underwriters. They entered an underwriting agreement with Kodiak Gas Services on May 13, 2026, covering the base shares and a fully exercised 30‑day option for additional common stock.

What registration statement did Kodiak Gas Services (KGS) use for the equity sale?

Kodiak used an automatic shelf registration statement on Form S-3, file number 333-295847. It was filed with the SEC and became effective on May 13, 2026, enabling the company to issue common stock through the May 2026 underwritten equity offering.

What legal opinions were filed for Kodiak Gas Services’ May 2026 equity offering?

Kirkland & Ellis LLP issued a legal opinion dated May 15, 2026 covering certain matters related to the equity offering. This opinion was filed as Exhibit 5.1, with a related consent included as Exhibit 23.1 in the same submission.

Did underwriters exercise their option in the Kodiak Gas Services (KGS) equity deal?

Yes. Under the underwriting agreement, underwriters had a 30‑day option to purchase up to 1,584,507 additional shares. This option was fully exercised on May 14, 2026, and the entire equity offering, including option shares, closed on May 15, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:06 PM Learn about SEC filing dates

false 0001767042 0001767042 2026-05-13 2026-05-13

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): May 13, 2026

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 Number)

9950 Woodloch Forest Drive, Suite 1900 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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)
				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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Events.

On May 13, 2026, Kodiak Gas Services, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell 10,563,380 shares of its common stock, par value $0.01 per share (“Common Stock”), at a price to the public of $71.00 per share (the “Equity Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to additional 1,584,507 shares (the “Option Shares”) of Common Stock from the Company, which option was fully exercised by the Underwriters on May 14, 2026.

The Equity Offering, including the sale of the Option Shares, closed on May 15, 2026. The Company expects to use the net proceeds from the Equity 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 Equity 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

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Equity Offering was made pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-295847), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2026 and became effective upon filing. as supplemented by a preliminary prospectus supplement dated May 13, 2026, filed with the SEC on May 13, 2026, and a final prospectus supplement dated May 13, 2026, filed with the SEC on May 15, 2026.

Kirkland & Ellis LLP has issued an opinion, dated May 15, 2026, regarding certain legal matters with respect to the Equity Offering, a copy of which is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any 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. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated May 13, 2026, among Kodiak Gas Services, Inc. and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
5.1		Opinion of Kirkland & Ellis LLP.
23.1		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
104		The cover page from this Current Report on Form 8-K, formatted in inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026				KODIAK GAS SERVICES, INC.
				By		/s/ Jennifer Howard
						Jennifer Howard
						Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 185.3 KB
• EX-5.1 EX-5.1 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB