Kodiak Gas Services (NYSE: KGS) launches $200M 6.500% senior notes tap

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. reported that its subsidiary, Kodiak Gas Services, LLC, has launched a private debt offering of an additional $200 million in aggregate principal amount of 6.500% senior unsecured notes due 2033. These Additional Notes will form part of the company’s existing senior notes due 2033 under an indenture dated September 5, 2025.

The notes are being offered only to investors reasonably believed to be qualified institutional buyers under Rule 144A or to non-U.S. persons under Regulation S, meaning they are not being marketed to the general public. The company emphasized that this disclosure and the related press release are not an offer or solicitation to sell the notes in any jurisdiction where it would be unlawful.

Insights

Corporate finance analyst

Kodiak adds $200M of 6.500% 2033 senior unsecured notes via a private offering.

Kodiak Gas Services, Inc. is expanding its existing senior unsecured notes due 2033 by launching a private offering of an additional $200 million at a fixed coupon of 6.500%. The notes are issued by subsidiary Kodiak Gas Services, LLC under an indenture dated September 5, 2025, indicating this tap builds on a recently established debt structure.

The transaction targets institutional buyers under Rule 144A and non-U.S. persons under Regulation S, which keeps the deal within private capital markets rather than a public securities registration. Senior unsecured status places these notes behind secured debt but ahead of subordinated obligations in a potential recovery scenario.

The filing does not specify the intended use of proceeds, so the financial impact depends on how the additional leverage is deployed relative to Kodiak’s broader capital structure. Future company filings and disclosures may provide more detail on the resulting debt mix, maturities, and interest burden around the 2033 horizon.

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 18, 202500017670422025-09-182025-09-18

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 18, 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 18, 2025, Kodiak Gas Services, Inc. (the “Company”) issued a press release announcing that its subsidiary, Kodiak Gas Services, LLC (the “Issuer”), has launched a private offering (the “Offering”) of an additional $200 million in aggregate principal amount of 6.500% senior unsecured notes due 2033 (the “Additional Notes”) . The Additional Notes are being offered as additional senior notes due 2033 under the Company’s indenture, dated September 5, 2025. The Additional Notes are being offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are non-“U.S. persons” under Regulation S as defined under applicable securities laws. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Neither this Current Report on Form 8-K nor the press release constitute an offer to sell, or the solicitation of an offer to buy, the Additional Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

No.			Description
99.1			Press release of Kodiak Gas Services, Inc., dated September 18, 2025.
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 18, 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 debt offering did Kodiak Gas Services, Inc. (KGS) announce?

Kodiak Gas Services announced a private offering of an additional $200 million in 6.500% senior unsecured notes due 2033. The notes are issued by its subsidiary Kodiak Gas Services, LLC as additional notes under an indenture dated September 5, 2025.

Who can purchase Kodiak Gas Services’ new 6.500% senior notes due 2033?

The new 6.500% senior unsecured notes due 2033 are being offered only to investors reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, rather than to the general investing public.

Are Kodiak Gas Services’ Additional Notes a public or private offering?

The Additional Notes are a private offering. They are being placed only with qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S, and the company states this disclosure does not constitute an offer or solicitation in any unlawful jurisdiction.

What are the key terms of Kodiak Gas Services’ Additional Notes due 2033?

The Additional Notes carry a 6.500% interest rate and mature in 2033, with an aggregate principal amount of $200 million. They are senior unsecured obligations and are issued as additional notes under an indenture originally dated September 5, 2025.

Which Kodiak Gas Services entity is issuing the new senior notes?

The new senior unsecured notes are being issued by Kodiak Gas Services, LLC, a subsidiary of Kodiak Gas Services, Inc. The parent company announced the launch of this additional $200 million private offering through a press release referenced in the current report.

Does Kodiak Gas Services’ 8-K constitute an offer to sell the Additional Notes?

No. Kodiak Gas Services explicitly states that the current report and the related press release do not constitute an offer to sell or a solicitation of an offer to buy the Additional Notes in any jurisdiction where such actions would be unlawful.