[Form 4] Kodiak Gas Services, Inc. Insider Trading Activity

Rhea-AI Filing Summary

UWM Holdings Corp. (UWMC) Form 4 filed 07 July 2025 discloses sizable insider sales by President & CEO Mat Ishbia, a 10 % owner, executed through affiliate SFS Holding Corp.

Between 02-07 July 2025, three identical blocks of 400,036 Class A shares (total 1,200,108) were sold under a Rule 10b5-1 plan adopted 17 Mar 2025. Weighted-average sale prices were $4.32, $4.25 and $4.05, generating roughly $5.0 million in gross proceeds.

The transactions reduced SFS’s indirect Class A holdings from about 4.7 million to 3.5 million shares, a decline of roughly 26 %. Ishbia also holds 279,989 Class A shares directly and 180,737 RSUs that convert one-for-one and vest on 01 Mar 2026, preserving meaningful equity alignment.

While the pre-arranged plan mitigates concerns over trade timing, investors typically view large CEO sales as a potential negative signal on near-term outlook or valuation. Strategic control remains unchanged because Ishbia retains super-voting interests not covered in this filing.

Positive

• Sales executed under a pre-established Rule 10b5-1 plan, reducing concerns about opportunistic timing.
• CEO retains 3.5 M indirect shares, 279.9 k direct shares and 180.7 k RSUs, maintaining significant equity alignment with shareholders.

Negative

• CEO and 10 % owner disposed of 1.2 million Class A shares (~$5 million), a material reduction (~26 %) of his indirect holdings and potential bearish signal.
• Sizable insider selling during a soft mortgage market may pressure investor sentiment and share price near-term.

Insights

Portfolio Manager

TL;DR: CEO sold 1.2 M shares (~$5 M); pre-planned but still a bearish sentiment indicator.

The sale equals roughly a quarter of Ishbia’s indirect Class A stake, making it one of the larger UWMC insider disposals in recent years. Despite the 10b5-1 structure, markets often react negatively when a founder-CEO liquidates a meaningful block, especially near multi-year lows around $4-$4.30. Ishbia remains the controlling shareholder through super-voting shares, so corporate strategy and governance stability are unaffected. Nevertheless, the reduced “skin in the game” could weigh on sentiment and may pressure the stock if perceived as lack of confidence ahead of potential margin compression in the wholesale mortgage market.

Corporate Governance Expert

TL;DR: Sales are compliant and disclosed; governance risk minimal, market optics mixed.

The filing follows best-practice disclosure: timely, detailed footnotes, and clear identification of the 10b5-1 plan. Ishbia keeps substantial ownership (3.5 M indirect + 0.28 M direct + 0.18 M RSUs), preserving alignment. Because voting control stems from Class D stock, these Class A dispositions do not dilute his governance influence. The move appears driven by liquidity or diversification rather than control changes. From a governance standpoint, impact is neutral; from an investor-sentiment angle, the optics of CEO selling during a challenging mortgage cycle could be modestly negative.

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^*

Battle Kelly Michelle

(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 Vice President, CLO

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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)	07/03/2025		F		2,460	D	$33.81	48,159	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. Issuer withheld shares to satisfy the tax withholding obligations associated with the vesting of restricted shares.

	/s/ Kelly M. Battle	07/07/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many UWMC shares did CEO Mat Ishbia sell in July 2025?

The Form 4 reports the sale of 1,200,108 Class A shares across three transactions.

What were the average sale prices for the UWMC insider transactions?

Shares were sold at weighted-average prices of $4.32 on 07/02, $4.25 on 07/03 and $4.05 on 07/07/2025.

Were the insider sales under a 10b5-1 trading plan?

Yes. The filing states the shares were sold pursuant to a 10b5-1 plan adopted on 17 March 2025.

How many UWMC shares does Mat Ishbia still own after these sales?

He holds 3,499,532 Class A shares indirectly via SFS, 279,989 shares directly, and 180,737 RSUs that vest in 2026.

When do Mat Ishbia's Restricted Stock Units vest?

The 180,737 RSUs are scheduled to vest on 01 March 2026 under the 2020 Omnibus Incentive Plan.

Does the share sale affect Mat Ishbia's control over UWM Holdings?

No. He retains super-voting shares (not covered in this Form 4), so his governance control remains intact.