Kodiak Gas (KGS) CIO gains stock awards, 11,266 shares withheld

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. Chief Information Officer Pedro R. Buhigas reported equity compensation awards and related tax withholding. He received 7,157 restricted stock units that vest in three equal installments beginning March 8, 2027. He was also credited with 21,000 performance-based restricted stock units earned on metrics such as discretionary cash flow, leverage, absolute total shareholder return and an ESG scorecard for the period from June 28, 2023 to December 31, 2025, which vested on March 8, 2026 and converted into common shares on a one-for-one basis. The issuer withheld 11,266 shares to cover tax obligations tied to the vesting, and Buhigas directly held 56,665 shares of common stock as of the transaction date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Buhigas Pedro R.

(Last) (First) (Middle)

9950 WOODLOCH FOREST DRIVE

19TH FLOOR

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kodiak Gas Services, Inc. [ KGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/08/2026		A		7,157	A	$55.89	46,931	D
Common Stock(2)	03/08/2026		A		21,000	A	$55.89	67,931	D
Common Stock(3)	03/08/2026		F		11,266	D	$55.89	56,665(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported securities are restricted stock units that vest and settle in shares of common stock in three equal installments beginning March 8, 2027.

2. Represents an award of performance based restricted stock units the payout of which was subject to the achievement of performance metrics related to discretionary cash flow, consolidated net leverage ratio, absolute total shareholder return and an ESG scorecard over the period of June 28, 2023 to December 31, 2025. The Personnel and Compensation Committee certified the shares with a vest date of March 8, 2026. The restricted stock units converted into shares of common stock on a one-for-one basis.

3. Issuer withheld shares to satisfy the tax withholding obligations associated with the vesting of restricted shares.

4. Excludes 47,455 shares of performance based restricted stock units that were initially voluntarily reported, but unvested as of the Form 3A filed 1/5/2026; the amount of shares beneficially owned (56,665) as of this transaction date reflects the performance based restricted stock units actually earned and vested.

	/s/ Jennifer LeGrand Howard, attorney-in-fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What stock awards did Kodiak Gas (KGS) CIO Pedro Buhigas receive?

Pedro Buhigas received 7,157 restricted stock units and 21,000 performance-based restricted stock units. The time-based units vest in three equal installments starting March 8, 2027, while the performance-based units vested March 8, 2026 and converted into common shares one-for-one.

How were the performance-based restricted stock units for KGS CIO earned?

The 21,000 performance-based restricted stock units were tied to metrics including discretionary cash flow, consolidated net leverage ratio, absolute total shareholder return and an ESG scorecard. These metrics were measured from June 28, 2023 through December 31, 2025, then certified with a vest date of March 8, 2026.

Why were 11,266 Kodiak Gas shares withheld from Pedro Buhigas?

Kodiak Gas withheld 11,266 shares from Pedro Buhigas to satisfy tax withholding obligations associated with the vesting of restricted shares. This F-code disposition reflects shares delivered back to the issuer for taxes rather than an open-market sale or discretionary reduction of his investment position.

How many Kodiak Gas shares does the CIO hold after these transactions?

Following the reported awards and tax withholding, Pedro Buhigas directly held 56,665 shares of Kodiak Gas common stock as of the transaction date. This figure reflects performance-based units actually earned and vested, after excluding previously reported but unvested performance-based restricted stock units.

Were these Kodiak Gas CIO transactions open-market buys or sales?

The transactions for Pedro Buhigas were equity compensation events, not open-market trades. He acquired shares through grants and vesting of restricted stock units, while 11,266 shares were disposed of solely to cover tax obligations associated with vesting, rather than being sold in the market.