Kodiak Gas (NYSE: KGS) CFO reports RSU vesting, stock awards and tax withholding

Rhea-AI Filing Summary

Kodiak Gas Services Executive VP & CFO John Griggs reported equity compensation awards and related tax withholding in company stock. On March 8, 2026, he received 10,736 restricted stock units that vest and settle in three equal installments beginning March 8, 2027.

He also received 54,000 shares from a performance-based restricted stock unit award that paid out based on metrics measured from June 28, 2023 to December 31, 2025 and vested on March 8, 2026. The company withheld 26,169 shares to cover tax obligations tied to the vesting, and Griggs directly holds 105,945 common shares after these transactions.

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^*

Griggs John

(Last) (First) (Middle)

9950 WOODLOCH FOREST DRIVE

SUITE 1900

(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)
	Executive VP & CFO

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		10,736	A	$55.89	78,114	D
Common Stock(2)	03/08/2026		A		54,000	A	$55.89	132,114	D
Common Stock(3)	03/08/2026		F		26,169	D	$55.89	105,945	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.

	/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 insider transactions did KGS CFO John Griggs report on March 8, 2026?

John Griggs reported equity awards and tax-related share withholding on March 8, 2026. He received 10,736 time-based restricted stock units and 54,000 shares from a performance-based restricted stock unit award, while 26,169 shares were withheld to satisfy tax obligations on the vesting.

How many Kodiak Gas Services (KGS) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, Executive VP & CFO John Griggs directly holds 105,945 shares of Kodiak Gas Services common stock. This figure reflects the net position following the vesting of performance-based restricted stock units and the company’s withholding of shares to cover associated tax liabilities.

What are the terms of the new restricted stock units granted to the KGS CFO?

The new award to the KGS CFO consists of 10,736 restricted stock units. These units vest and settle in shares of common stock in three equal installments, beginning on March 8, 2027, providing a time-based incentive that extends over multiple years of future service at Kodiak Gas Services.

What performance metrics determined the KGS CFO’s 54,000 performance-based RSUs payout?

The 54,000 performance-based restricted stock units paid out based on several metrics. These included discretionary cash flow, consolidated net leverage ratio, absolute total shareholder return, and an ESG scorecard measured from June 28, 2023 to December 31, 2025, before converting one-for-one into common shares.

Why were 26,169 Kodiak Gas Services shares withheld in the CFO’s Form 4 filing?

Kodiak Gas Services withheld 26,169 shares to satisfy tax withholding obligations linked to the vesting of restricted shares. This withholding is a non-market disposition under code F, meaning the shares were used to cover taxes rather than being sold on the open market by the executive.