Form 4: 10,000,000 KGS Shares Disposed by Frontier TopCo; Beneficial Stake Now 19.76M

Rhea-AI Filing Summary

Kodiak Gas Services insider sale disclosed. Frontier TopCo Partnership, L.P. sold 10,000,000 shares of Kodiak Gas Services, Inc. (KGS) on 09/08/2025 at an effective price of $34.211 per share, the net received after underwriting discounts on an offering priced at $34.40. After the sale, the reporting group beneficially owned 19,762,573 shares, held directly by Frontier TopCo Partnership, L.P. The filing lists Frontier TopCo GP, LLC and EQT Fund Management S.a r.l. as related reporting persons and explains their indirect ownership and managerial relationships. The filing disclaims admission of beneficial ownership except to the extent of any pecuniary interest.

Positive

• None.

Negative

• Large disposition: Sale of 10,000,000 shares on 09/08/2025 reducing the reporting group's stake.
• Material reduction in holdings: Beneficial ownership reported at 19,762,573 shares after the offering.
• Underwritten secondary: Shares were sold in an offering priced at $34.40; reporting person received $34.211 per share after underwriting discounts.

Insights

Securities Analyst

TL;DR: Large secondary sale by top holder reduces stake materially; investors should note dilution of insider ownership.

The Form 4 reports a sizable disposition of 10,000,000 common shares via an underwritten secondary offering at a public price of $34.40, with the reporting party receiving $34.211 per share after underwriting discounts. Post-transaction beneficial ownership is reported at 19,762,573 shares held by Frontier TopCo Partnership, L.P. The filing identifies the chain of control through Frontier TopCo GP, LLC and EQT Fund Management S.a r.l. This is a routine disclosure of an offering-related sale rather than an open-market trade; the filing also contains the standard disclaimer regarding beneficial ownership.

Corporate Governance Expert

TL;DR: Transaction documents governance links among reporting entities and records a material disposition from a major holder.

The disclosure clarifies that Frontier TopCo GP, LLC is the general partner of the holder and that EQT Fund Management S.a r.l. exercises management control over related investment vehicles, potentially explaining coordinated decision-making. The filing explicitly describes the securities sold as part of an underwritten offering and provides the net proceeds per share. The signature block shows authorized officers executed the filing on 09/10/2025. The filing contains a standard non-admission remark on beneficial ownership.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Frontier TopCo Partnership, L.P.

(Last) (First) (Middle)

C/O EQT PARTNERS

245 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10167

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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

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

	Form filed by One Reporting Person
X	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	09/08/2025		S		10,000,000	D	$34.211(1)	19,762,573	I	Held by Frontier TopCo Partnership, L.P.(2)

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

1. Name and Address of Reporting Person^*

Frontier TopCo Partnership, L.P.

(Last) (First) (Middle)

C/O EQT PARTNERS

245 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

EQT Fund Management S.a r.l.

(Last) (First) (Middle)

51A, BOULEVARD ROYAL,

LUXEMBOURG

(Street)

GRAND DUCHY OF LUXEMBOURG N4 2449

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Frontier Topco GP, LLC

(Last) (First) (Middle)

C/O EQT PARTNERS

245 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Consists of shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") that were sold in an underwritten secondary offering (the "Offering") at a price to the public of $34.40 per share. The Reporting Person received $34.211 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts.

2. Consists of shares of common stock held directly by Frontier TopCo Partnership, L.P. ("Kodiak Holdings"). Frontier TopCo GP, LLC ("Frontier GP") is the general partner of Kodiak Holdings. EQT Infrastructure III SCSp ("EQT Infrastructure III") indirectly owns 100% of the membership interests in Frontier GP. EQT Fund Management S.a r.l. ("EFMS") has exclusive responsibility for the management and control of the business and affairs of investment vehicles which constitute the majority of the total commitments to EQT Infrastructure III. As such, EFMS has the power to control Frontier GP's voting and investment decisions and may be deemed to have beneficial ownership of the securities held by Kodiak Holdings.

Remarks:

This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	Frontier TopCo Partnership, L.P., By: Frontier TopCo GP, LLC, as its general partner, By: /s/ Joseph Turley, Name: Joseph Turley, Title: Officer	09/10/2025
	Frontier TopCo GP, LLC, By: /s/ Joseph Turley, Name: Joseph Turley, Title: Officer	09/10/2025
	EQT Fund Management S.a r.l., By: /s/ Sara Huda, Name: Sara Huda, Title: Manager and /s/ Patrik Burnas, Name: Patrik Burnas, Title: Manager	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transaction was reported in the KGS Form 4?

The filing reports the sale of 10,000,000 shares of Kodiak Gas Services (KGS) on 09/08/2025.

At what price were the KGS shares sold by Frontier TopCo Partnership, L.P.?

The public offering price was $34.40 per share; the reporting person received $34.211 per share after underwriting discounts.

How many KGS shares does the reporting group beneficially own after the sale?

The reporting group beneficially owned 19,762,573 shares following the reported transaction.

Who are the reporting persons on the Form 4?

Reporting persons include Frontier TopCo Partnership, L.P., Frontier Topco GP, LLC, and EQT Fund Management S.a r.l.

Was the sale part of an underwritten offering or an open-market trade?

The explanation states the shares were sold in an underwritten secondary offering.