Kodiak Gas (NYSE: KGS) EVP granted stock awards, shares withheld for taxes

Rhea-AI Filing Summary

Kodiak Gas Services EVP & CHRO Cory Anne Roclawski reported equity compensation awards and related tax withholding. On March 8, 2026, she received 27,000 shares of Common Stock as a payout of performance-based restricted stock units tied to financial and ESG metrics, plus 7,157 restricted stock units that vest in three equal installments beginning March 8, 2027.

To cover tax obligations from the vesting, the issuer withheld 13,731 shares of Common Stock, recorded as a disposition but not an open-market sale. After these transactions, Roclawski directly held 63,418 shares of Kodiak Gas Services Common Stock.

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^*

Roclawski Cory Anne

(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)
	EVP & CHRO

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		27,000	A	$55.89	69,992	D
Common Stock(2)	03/08/2026		A		7,157	A	$55.89	77,149	D
Common Stock(3)	03/08/2026		F		13,731	D	$55.89	63,418	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. 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.

2. The reported securities are restricted stock units that vest and settle in shares of common stock in three equal installments beginning March 8, 2027.

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
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FAQ

What insider transactions did Kodiak Gas Services (KGS) report for Cory Anne Roclawski?

Kodiak Gas Services reported that EVP & CHRO Cory Anne Roclawski received equity awards and had shares withheld for taxes. She was granted 27,000 performance-based shares, 7,157 time-vested restricted stock units, and 13,731 shares were withheld to satisfy tax obligations tied to vesting.

How many Kodiak Gas Services shares did Cory Anne Roclawski acquire in this Form 4?

Roclawski acquired 27,000 shares of Common Stock from performance-based restricted stock units and 7,157 additional restricted stock units. The performance award reflected metrics like discretionary cash flow, leverage, total shareholder return, and an ESG scorecard measured from June 28, 2023 through December 31, 2025.

Why were 13,731 Kodiak Gas Services shares reported as a disposition for Cory Anne Roclawski?

The 13,731-share disposition was issuer tax withholding, not a market sale. Kodiak Gas Services withheld these shares to cover tax liabilities associated with the vesting of restricted shares, which is recorded under code “F” as payment of tax obligations by delivering securities rather than cash.

How do the new restricted stock units for Kodiak Gas Services’ EVP vest?

The newly reported restricted stock units for Roclawski vest in installments. According to the filing, the RSUs vest and settle in shares of Common Stock in three equal installments, beginning on March 8, 2027, providing staggered equity compensation over several years tied to ongoing service with Kodiak Gas Services.

What performance period applied to Kodiak Gas Services’ 27,000 performance-based shares?

The 27,000 performance-based shares related to restricted stock units measured over June 28, 2023 to December 31, 2025. Metrics included discretionary cash flow, consolidated net leverage ratio, absolute total shareholder return, and an ESG scorecard. The compensation committee certified results, with a vesting date of March 8, 2026.

How many Kodiak Gas Services shares does Cory Anne Roclawski hold after these transactions?

Following the reported equity awards and tax withholding, Roclawski directly held 63,418 shares of Kodiak Gas Services Common Stock. This post-transaction balance reflects the performance-based share payout, new restricted stock units, and the 13,731 shares withheld by the issuer to meet vesting-related tax obligations.