Kodiak Gas (KGS) CEO receives RSU grants and performance share payout

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. President & CEO Robert Michael McKee reported routine equity compensation activity involving restricted stock units and related tax withholding. He received 32,207 restricted stock units that vest and settle in common shares in three equal installments beginning March 8, 2027.

He was also awarded 180,000 performance-based restricted stock units that were certified based on performance from June 28, 2023 to December 31, 2025 and converted into common stock on a one-for-one basis with a vest date of March 8, 2026. To cover tax obligations on vesting, the issuer withheld 86,110 shares.

After these transactions, McKee directly holds 313,725.477 shares of common stock. In addition, 16,180 shares are held indirectly through StarMac Investments, Ltd., an entity associated with him.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider McKee Robert Michael

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	32,207	$55.89	$1.80M
Grant/Award	Common Stock	180,000	$55.89	$10.06M
Tax Withholding	Common Stock	86,110	$55.89	$4.81M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 219,835.477 shares (Direct); Common Stock — 16,180 shares (Indirect, By StarMac Investments, Ltd.)

Footnotes (1)

1. The reported securities are restricted stock units that vest and settle in shares of common stock in three equal installments beginning March 8, 2027. 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. Issuer withheld shares to satisfy the tax withholding obligations associated with the vesting of restricted shares. These shares of common stock are held by StarMac Investments, Ltd. Mr. McKee is a manager of StarMac Management Co., LLC, the general partner of StarMac Investments, Ltd.

Form 4 Insider Transactions: What Each Field Means →

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
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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)
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		32,207	A	$55.89	219,835.477	D
Common Stock(2)	03/08/2026		A		180,000	A	$55.89	399,835.477	D
Common Stock(3)	03/08/2026		F		86,110	D	$55.89	313,725.477	D
Common Stock								16,180	I	By StarMac Investments, Ltd.(4)

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

2. 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.

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

4. These shares of common stock are held by StarMac Investments, Ltd. Mr. McKee is a manager of StarMac Management Co., LLC, the general partner of StarMac Investments, Ltd.

	/s/ Jennifer LeGrand Howard, attorney-in-fact	03/10/2026
	** 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 did Kodiak Gas Services (KGS) disclose about CEO Robert McKee's new stock awards?

Kodiak Gas Services reported that CEO Robert McKee received 32,207 restricted stock units. These RSUs vest and settle in common stock in three equal installments beginning March 8, 2027, representing a multi-year equity incentive tied to continued service.

How many performance-based restricted stock units vested for the KGS CEO in this Form 4?

The Form 4 shows 180,000 performance-based restricted stock units for the KGS CEO were certified and vested. They were based on cash flow, leverage, total shareholder return, and ESG metrics measured from June 28, 2023 to December 31, 2025, then converted one-for-one into common shares.

Why did Kodiak Gas Services (KGS) withhold 86,110 shares from the CEO’s award?

Kodiak Gas Services withheld 86,110 shares to satisfy tax withholding obligations tied to the vesting of restricted shares. This F-code transaction reflects a tax payment mechanism, not an open-market sale, and is common in equity compensation programs for senior executives.

How many Kodiak Gas Services (KGS) shares does CEO Robert McKee hold after these transactions?

After the reported transactions, CEO Robert McKee directly holds 313,725.477 KGS common shares. The filing also notes an additional 16,180 shares held indirectly through StarMac Investments, Ltd., giving investors a clearer view of his reported equity exposure.

What performance period governed the KGS CEO’s performance-based RSU award?

The performance-based restricted stock unit award for the KGS CEO covered June 28, 2023 to December 31, 2025. Payout depended on discretionary cash flow, consolidated net leverage, absolute total shareholder return, and an ESG scorecard, with shares vesting on March 8, 2026.

How are indirect KGS shareholdings for CEO Robert McKee structured?

The filing states that 16,180 Kodiak Gas Services common shares are held by StarMac Investments, Ltd. Robert McKee is a manager of StarMac Management Co., LLC, which is the general partner of StarMac Investments, Ltd., giving him an indirect interest in those shares.