Kodiak Gas Services, Inc. 8-K Filings

Kodiak Gas Services, Inc. declared a cash dividend of $0.49 per share of common stock for the second quarter of 2026. The dividend will be paid on August 27, 2026 to stockholders of record as of the close of business on August 17, 2026.

In conjunction, subsidiary Kodiak Gas Services, LLC declared a $0.49 per-unit distribution for the same period, with the same record and payment dates. Kodiak describes itself as a leading U.S. provider of contract compression, distributed power and energy infrastructure services.

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.

Kodiak Gas Services filed an amended report to include full financial statements and pro forma results for its acquisition of Distributed Power Solutions (DPS).

DPS generated 2025 revenue of $93.0 million and net income of $15.4 million, with total assets of $269.5 million and long‑term debt of $111.2 million. Kodiak paid $587.3 million in cash plus 2,401,278 shares of common stock at closing. On a pro forma basis, combined 2025 revenue was $1.40 billion and earnings per share were $0.74, with Q1 2026 pro forma EPS of $0.23.

Kodiak Gas Services reported strong first quarter 2026 growth and raised its full-year outlook. Total revenues were $345.8 million, up from $329.6 million a year earlier. Contract Services revenue reached a record $307.0 million, with contract services gross margin of 48.2% and adjusted gross margin of 70.6%, showing improved profitability.

Net income attributable to common shareholders was $17.8 million, or $0.20 per diluted share, after a $36.5 million loss on extinguishment of debt and $8.3 million of largely acquisition-related transaction costs. Adjusted net income was $52.0 million, or $0.59 per diluted share. Adjusted EBITDA hit a record $190.1 million, up 7.0% from first quarter 2025, while discretionary cash flow rose 9.0% to $126.5 million.

The company closed its acquisition of Distributed Power Solutions on April 1, 2026, issued $1 billion of senior unsecured notes, and reported total debt of $2.8 billion with a leverage ratio of 3.6x. Kodiak increased 2026 adjusted EBITDA guidance to $820 million–$860 million and now expects full-year discretionary cash flow of $520 million–$570 million. It has secured over 260 MW of additional power generation capacity, expects 300–500 MW of annual power growth through 2030, and targets power infrastructure revenue of $95 million–$125 million in 2026.

Kodiak Gas Services, Inc. announced that its board of directors declared a quarterly cash dividend of $0.49 per share of common stock for the first quarter of 2026. The dividend will be paid on May 28, 2026 to stockholders of record as of May 18, 2026.

In parallel, subsidiary Kodiak Gas Services, LLC declared a matching $0.49 per unit distribution for its unitholders, also payable on May 28, 2026 to holders of record on May 18, 2026. The information was furnished under a Regulation FD disclosure.

Kodiak Gas Services, Inc. reported results from its 2026 annual meeting, where shareholders approved amendments to its charter and bylaws to phase in declassification of the board and remove certain supermajority voting requirements and obsolete provisions. These changes became effective with the filing of a Certificate of Amendment and a new Restated Certificate of Incorporation in Delaware, along with Third Amended and Restated Bylaws.

Shareholder turnout was high, with 78,643,061 shares represented, about 91% of the 86,118,623 shares outstanding on the record date. All three Class III director nominees were elected, 2025 executive compensation received majority support in an advisory vote, shareholders favored an annual frequency for future say‑on‑pay votes, and BDO USA, P.C. was ratified as independent auditor for 2026.

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.

Kodiak Gas Services, Inc. reports that its subsidiary Kodiak Gas Services, LLC has issued $1,000,000,000 of 5.875% senior unsecured notes due 2031. Interest is payable semi-annually each April 1 and October 1 beginning October 1, 2026, and the notes mature on April 1, 2031.

The notes can be redeemed early at specified premiums, including a make-whole call before April 1, 2028 and step-down call prices from 102.938% in 2028 to 100% in 2030 and thereafter. The notes are guaranteed by Kodiak Gas Services, Inc. and certain subsidiaries and are governed by covenants limiting additional debt, liens, asset sales, affiliate transactions and other actions, with many of these restrictions falling away if the notes achieve investment grade ratings from at least two major agencies and no default exists.

Customary events of default apply, including payment failures, covenant breaches, cross-defaults and certain bankruptcy events, which can result in acceleration of all amounts due. If specified change of control events occur and ratings are downgraded within 60 days, holders may require the issuer to repurchase their notes at 101% of principal plus accrued interest.

Kodiak Gas Services, Inc. announced that its subsidiary, Kodiak Gas Services, LLC, has priced a private offering of $1.0 billion in aggregate principal amount of 5.875% senior unsecured notes due April 1, 2031. The notes are being issued at par and will be guaranteed on a senior unsecured basis by the company and certain subsidiaries that guarantee its revolving asset-based loan credit facility (ABL Facility).

The company intends to use the net proceeds to redeem all of the Issuer’s outstanding 7.25% senior notes due 2029 with an aggregate principal amount of $750 million at a redemption price of 103.625% plus accrued and unpaid interest, and to use remaining proceeds to reduce borrowings under the ABL Facility. Amounts available under the ABL Facility are expected to fund the acquisition of 100% of the membership interests of Distributed Power Solutions, LLC. The offering is expected to close on March 20, 2026, subject to customary conditions.

Kodiak Gas Services is pursuing a major refinancing and acquisition. Its subsidiary launched a private offering of $750 million senior unsecured notes due 2031, with plans to redeem all outstanding 7.25% senior notes due 2029 at 103.625% of the $750,000,000 principal plus accrued interest. Kodiak also agreed to acquire Distributed Power Solutions (DPS) for $675 million, including $575 million in cash and 2,401,278 Kodiak shares valued at about $113.6 million. DPS reported 2025 revenue of $93.0 million and net income of $15.4 million, with total assets of $269.5 million and members’ equity of $122.9 million. Pro forma 2025 basic earnings per share for Kodiak are shown at $0.74.

Kodiak Gas Services reported strong fourth-quarter and full-year 2025 results and issued financial guidance for 2026. For 2025, total revenues were $1.31 billion and net income attributable to common shareholders was $80.5 million, with adjusted net income of $139.4 million.

Adjusted EBITDA reached $715.0 million for 2025, up from $609.6 million, and discretionary cash flow was $461.7 million, while free cash flow was $229.6 million. The Contract Services segment generated $1.18 billion of revenue with a 68.4% adjusted gross margin percentage, and fleet utilization improved to 97.7% at year-end 2025.

The company ended 2025 with $2.6 billion of total debt and a credit agreement leverage ratio of 3.5x, having returned over $263 million to shareholders through dividends and repurchases. Kodiak also agreed to acquire Distributed Power Solutions, LLC in an equity-and-cash transaction valued at about $675 million and expects to close in early April 2026.

For full-year 2026, Kodiak guided to adjusted EBITDA of $750 million to $780 million and discretionary cash flow of $480 million to $510 million, with planned growth capital expenditures of $235 million to $265 million, excluding any impact from the pending acquisition.

Kodiak Gas Services, Inc. plans to acquire Distributed Power Solutions, LLC for approximately $675.0 million in a cash-and-equity deal. The consideration includes $575.0 million in cash at closing and 2,401,278 shares of Kodiak common stock valued at about $100.0 million.

The acquisition aims to add about 384 MW of Caterpillar-powered distributed generation assets and expand Kodiak beyond gas compression into fast‑growing end markets such as data centers and microgrids. Kodiak expects the transaction to be accretive to earnings and discretionary cash flow per share after closing, which is currently targeted for early April 2026, subject to regulatory approvals and customary conditions.

Kodiak Gas Services, Inc. declared a quarterly cash dividend of $0.49 per share on its common stock. The dividend will be paid on February 20, 2026 to shareholders of record at the close of business on February 13, 2026.

In conjunction with this, Kodiak Gas Services, LLC declared a distribution of $0.49 per unit on its units, payable on February 20, 2026 to all unitholders of record as of the close of business on February 13, 2026.

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.

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.

Kodiak Gas Services, Inc. (KGS) announced that it furnished a press release with results of operations and financial condition for the quarter ended September 30, 2025. The company attached the release as Exhibit 99.1. The information is being furnished, not filed under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference into Securities Act filings. No financial figures are included in this notice; details are contained in the accompanying press release.

Kodiak Gas Services, Inc. (KGS) announced a quarterly cash dividend of $0.49 per share of common stock. The dividend is payable on November 13, 2025 to shareholders of record as of the close of business on November 3, 2025.

In conjunction, Kodiak Gas Services, LLC, a subsidiary of the company, declared a distribution of $0.49 per unit on the same schedule: payable on November 13, 2025 to unitholders of record on November 3, 2025. The disclosure was provided under Regulation FD.

Kodiak Gas Services, Inc. disclosed that its subsidiary Kodiak Gas Services, LLC completed a private offering of additional senior unsecured notes under an existing indenture. The Issuer sold $170,000,000 in aggregate principal amount of 6.500% senior unsecured notes due 2033 and $30,000,000 in aggregate principal amount of 6.750% senior unsecured notes due 2035, as additional notes to previously issued 2033 and 2035 series. These notes form single series with the existing notes and share substantially identical terms other than issue date and price.

The notes pay interest semi-annually on April 1 and October 1, starting April 1, 2026, and mature on October 1, 2033 and October 1, 2035, respectively. They are senior unsecured obligations of the Issuer, fully and unconditionally guaranteed on a senior unsecured basis by Kodiak Gas Services, Inc. as parent and certain subsidiaries, and are structurally subordinated to liabilities of non-guarantor subsidiaries.

Kodiak Gas Services, Inc. reported that its subsidiary, Kodiak Gas Services, LLC, has priced a private offering of additional senior unsecured notes. The Issuer plans to issue an additional $170 million in aggregate principal amount of 6.500% senior unsecured notes due 2033 and an additional $30 million in aggregate principal amount of 6.750% senior unsecured notes due 2035. These Additional Notes will be issued as additional senior notes under an indenture dated September 5, 2025. The company emphasized that this report and the related press release do not constitute an offer to sell or a solicitation of an offer to buy the notes in any jurisdiction where such actions would be unlawful.

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.

Kodiak Gas Services amended a recent current report to include details of a major refinancing. Its subsidiary issued $600,000,000 of 6.500% senior unsecured notes due 2033 and $600,000,000 of 6.750% senior unsecured notes due 2035, with semi-annual interest payments starting April 1, 2026 and tiered optional redemption schedules.

The company also executed a Fourth Amendment to its asset-based revolving credit facility, reducing commitments to $2.0 billion, lowering interest rate margins tied to its leverage ratio, extending the maturity to September 5, 2030, and easing certain leverage and borrowing base mechanics. The new notes and facility both include covenant packages, change-of-control protections and customary default provisions that shape Kodiak’s future financing flexibility.

Kodiak Gas Services, Inc. reported that Frontier TopCo Partnership, L.P., a selling stockholder, entered into an underwriting agreement with Goldman Sachs & Co. LLC for an offering of 10,000,000 shares of Kodiak common stock at $34.40 per share. This is a secondary sale by the selling stockholder, not a new issuance by the company.

The company did not sell any shares in this transaction and did not receive any of the proceeds from the sale. The offering closed on September 9, 2025. The underwriting agreement includes customary representations, warranties, closing conditions, termination provisions, and indemnification arrangements in favor of the underwriter.

Kodiak Gas Services, Inc. reported that its subsidiary issued $600,000,000 of 6.500% senior unsecured notes due 2033 and $600,000,000 of 6.750% senior unsecured notes due 2035. Interest is paid semi-annually starting April 1, 2026, with optional redemption features, equity-funded redemption options for up to 40% of each series and step-down call premiums beginning in 2028 for the 2033 Notes and 2030 for the 2035 Notes.

The notes are guaranteed by Kodiak Gas Services, Inc. and certain subsidiaries and are governed by covenants that restrict additional debt, liens, distributions, asset sales and affiliate transactions, with many covenants falling away if the notes achieve investment grade ratings from at least two agencies and no default exists. Holders receive change-of-control protection at 101% of principal plus accrued interest if specified rating downgrades occur.

The company also entered a Fourth Amendment to its asset-based revolving credit facility, reducing the facility commitments to $2.0 billion, lowering interest margins, extending maturity to September 5, 2030, adjusting leverage ratio calculations and expanding the borrowing base while resetting the cash dominion trigger and consent thresholds.

Kodiak Gas Services, Inc. announced that its subsidiary, Kodiak Gas Services, LLC, has priced a private debt offering consisting of $600 million of 6.500% senior unsecured notes due 2033 and $600 million of 6.750% senior unsecured notes due 2035. These senior unsecured notes, referred to collectively as the Notes, will bear fixed interest rates until their respective maturities in 2033 and 2035. The announcement was made through a press release dated September 2, 2025, which is included as an exhibit.

Kodiak Gas Services, Inc. announced that its subsidiary has launched a private offering of $500 million senior unsecured notes due 2033 and $500 million senior unsecured notes due 2035, sold to qualified institutional buyers under Rule 144A and certain non-U.S. investors under Regulation S.

In connection with this offering, Kodiak intends to enter a Fourth Amendment to its Fourth Amended and Restated Credit Agreement. The amendment will decrease borrowing costs, reduce the asset-based lending facility commitments to $2.0 billion, extend the maturity to September 5, 2030 with a springing maturity linked to its 7.25% senior notes due 2029, and allow a leverage ratio covenant step-up after a material acquisition, becoming effective upon customary conditions and the closing of the notes offering.