Kodiak Gas Services (KGS) major holder exits 9.76M shares in secondary sale

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. reported a large insider sale by a major shareholder. A reporting person classified as a director and 10% owner disclosed the sale of 9,762,573 shares of common stock of Kodiak Gas Services on 12/01/2025. The shares were sold in an underwritten secondary offering at a public price of $34.60 per share, while the reporting person received $34.37 per share after underwriting discounts.

The filing shows that following this transaction the reporting person held 0 shares indirectly through Frontier TopCo Partnership, L.P. The structure involves Frontier TopCo Partnership, L.P., its general partner Frontier TopCo GP, LLC, and upstream entities including EQT Infrastructure III SCSp and EQT Fund Management S.a r.l., which may be deemed to have beneficial ownership through their control relationships, though each disclaims beneficial ownership beyond any pecuniary interest.

Insights

Equity Ownership and Transactions Analyst

Large pre-IPO holder and director completely exits position via secondary sale; no dilution, but governance alignment shifts.

The filing shows a major holder affiliated with Frontier TopCo Partnership, L.P. selling 9,762,573 shares of Kodiak Gas Services, Inc. common stock in an underwritten secondary offering on 12/01/2025. The sale price to the public was $34.60 per share, with the reporting person receiving $34.37 per share after underwriting discounts. After this transaction, the reporting person reports beneficial ownership of 0 shares held indirectly through Frontier TopCo Partnership, L.P.

This is a secondary offering, meaning existing shares changed hands and the company did not issue new stock or receive proceeds, so there is no dilution to existing holders from this transaction. The disclosure also describes the ownership chain (Frontier TopCo GP, LLC, EQT Infrastructure III SCSp, and EQT Fund Management S.a r.l.) and includes standard language that each party disclaims beneficial ownership beyond its economic interest. The main effect is a complete exit by a prior 10% owner and director-level reporting group, which reduces their direct economic stake and therefore their financial alignment with future company performance.

From a monitoring standpoint, the key data point is that indirect holdings through Frontier TopCo Partnership, L.P. are now reported as zero following the 12/01/2025 transaction, while the pricing shows how the market absorbed a very large block at $34.60 per share. Future ownership and governance disclosures, including any subsequent Forms 4 or Schedule 13 filings after 12/03/2025, will indicate whether this group re-establishes a stake or further changes its relationship with the issuer.

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

X

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)
12/01/2025

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	12/01/2025		S		9,762,573	D	$34.37(1)	0	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 $34.60 per share. The Reporting Person received $34.37 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 any 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	12/03/2025
	Frontier TopCo GP, LLC, By: /s/ Joseph Turley, Name: Joseph Turley, Title: Officer	12/03/2025
	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	12/03/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Kodiak Gas Services (KGS) disclose in this Form 4?

The filing reports that a director and 10% owner sold 9,762,573 shares of Kodiak Gas Services common stock in an underwritten secondary offering on 12/01/2025.

At what price were the Kodiak Gas Services (KGS) shares sold in the secondary offering?

The secondary offering was priced to the public at $34.60 per share, and the reporting person received $34.37 per share after underwriting discounts.

How many Kodiak Gas Services (KGS) shares does the reporting person hold after the transaction?

The table shows that after the reported sale, the reporting person had 0 shares of Kodiak Gas Services common stock beneficially owned through the noted indirect holding.

Who is the reporting holder in this Kodiak Gas Services (KGS) Form 4?

The shares were held by Frontier TopCo Partnership, L.P., whose general partner is Frontier TopCo GP, LLC, with indirect control and potential beneficial ownership attributed to EQT Infrastructure III SCSp and EQT Fund Management S.a r.l.

What type of transaction is described in the Kodiak Gas Services (KGS) Form 4?

The Form 4 describes an underwritten secondary offering of existing shares, meaning the selling security holder sold shares it already owned; the company was not issuing new shares in this transaction.

Do the reporting persons claim full beneficial ownership of the Kodiak Gas Services (KGS) shares?

No. The filing states that the reporting persons disclaim beneficial ownership of the securities except to the extent of any pecuniary interest they may have.