KGS CEO Withholds 9,838 Shares for Taxes, Retains 186k Stake – Form 4

Kodiak Gas Services, Inc. (KGS) – Form 4 filing (07 July 2025) President & CEO Robert Michael McKee reported a Code F transaction, indicating issuer share withholding to satisfy tax obligations on vested restricted stock.

Accepted by SEC EDGAR 07/07/2025 - 05:54 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. (KGS) – Form 4 filing (07 July 2025)

President & CEO Robert Michael McKee reported a Code F transaction, indicating issuer share withholding to satisfy tax obligations on vested restricted stock. On 07/07/2025, the company withheld 9,838 common shares at an implied price of $33.81 per share. Following the tax-related disposition, McKee still beneficially owns 186,500 common shares, held directly. No derivative securities were involved and there were no open-market purchases or sales.

Because the shares were not sold for personal liquidity but surrendered back to the issuer for taxes, the filing is generally viewed as routine and neutral for investors. The chief executive’s sizable post-transaction stake continues to align management’s interests with shareholders.

Positive

• CEO retains 186,500 shares, underscoring continued alignment with shareholder interests
• No open-market sale; transaction was strictly to satisfy tax obligations, limiting market impact

Negative

• Insider share count decreased by 9,838 shares, though the reduction is procedural and not value-driven

Insights

Securities Analyst

TL;DR: Routine tax withholding; CEO still owns 186.5k shares—no directional signal for KGS stock.

The Code F designation confirms this was not a discretionary sale but an automatic share surrender to cover withholding taxes on previously granted restricted stock. Such transactions do not inject stock into the market or provide insight into management’s view of valuation. McKee’s remaining 186,500-share position—equal to a meaningful equity stake—maintains alignment with shareholders. From a governance and liquidity standpoint, the event is immaterial and should not affect valuation models or short-term trading strategies.

Insider Trade Summary

Exercise Price or Tax Liability: 9,838 shares

Exercise Price or Tax Liability 1 txn

Insider McKee Robert Michael

Role President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	9,838	$33.81	$333K

Holdings After Transaction: Common Stock — 186,500 shares (Direct)

Holdings Before and After: Common Stock, 196,338 to 186,500 shares (Direct)

Footnotes (1)

1. F1. Issuer withheld shares to satisfy the tax withholding obligations associated with the vesting of restricted shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many KGS shares did the CEO dispose of on 07/07/2025?

The issuer withheld 9,838 shares to cover tax liabilities on vested restricted stock.

What does transaction code "F" mean in this Form 4?

Code F indicates tax withholding by surrender of shares, not an open-market sale.

How many Kodiak Gas Services shares does Robert M. McKee now own?

After the transaction, he directly owns 186,500 common shares.

Was this an open-market trade by the CEO of KGS?

No. The filing states the shares were withheld by the issuer to meet tax obligations; no shares were sold on the market.

Does the filing change the CEO’s role at Kodiak Gas Services?

No. McKee remains President, CEO, and Director of KGS.

What was the price used for the share withholding?

The implied price per share was $33.81.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

McKee Robert Michael

(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)

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

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)	07/07/2025		F		9,838	D	$33.81	186,500	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, attorney-in-fact	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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