KGS insider sale: 10,000,000 shares; holder nets $33.321 each

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. (KGS) reported a large insider transaction. A reporting holder sold 10,000,000 shares of common stock in an underwritten secondary offering on 11/12/2025. The shares were priced to the public at $33.60 per share, and the reporting holder received $33.321 per share after underwriting discounts.

Following the sale, the reporting holder had 9,762,573 shares beneficially owned, held indirectly through Frontier TopCo Partnership, L.P. The transaction was coded “S” for sale. The filing notes the indirect ownership structure through Frontier TopCo Partnership, L.P., with related entities identified in the explanatory note.

Insights

Equity Ownership Specialist

Large selling stockholder offloads 10M KGS shares in a secondary; ownership reduced but still significant.

The filing reports a sale of 10,000,000 shares of Kodiak Gas Services, Inc. by entities affiliated with Frontier TopCo Partnership, L.P. on 11/12/2025 via an underwritten secondary offering. The public price was $33.60 per share; the reporting persons received $33.321 per share net of underwriting discounts, implying gross proceeds of about $333,210,000 to the selling holder.

Following the sale, the group reports 9,762,573 shares held indirectly through Frontier TopCo Partnership, L.P. The filing identifies the reporting persons as a Director and 10% Owner, and details the control chain (Frontier TopCo GP, EQT Infrastructure III SCSp, and EQT Fund Management S.a r.l.) with customary beneficial ownership disclaimers. This is a secondary offering (resale by existing holders), which affects ownership distribution, not operating cash flows.

Key implications center on float/liquidity and governance: a sizable holder reduced its stake but remains a significant owner post-transaction. Watch any subsequent Section 16 filings around this block sale and the reported post-transaction balance. The dated event is 11/12/2025; monitoring near-term additional sales, if any, would clarify ongoing ownership dynamics.

Insider Trade Summary

Net Seller: 10,000,000 shares ($333,210,000)

Net Sell 1 txn

Insider Frontier TopCo Partnership, L.P., EQT Fund Management S.a r.l., Frontier Topco GP, LLC

Role 10% Owner | 10% Owner | 10% Owner

Sold 10,000,000 shs ($333.21M)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,000,000	$33.321	$333.21M

Holdings After Transaction: Common Stock — 9,762,573 shares (Indirect, Held by Frontier TopCo Partnership, L.P.)

Footnotes (1)

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 $33.60 per share. The Reporting Person received $33.321 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts. 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 the securities held by Kodiak Holdings.

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
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^*

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)
11/12/2025

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	11/12/2025		S		10,000,000	D	$33.321(1)	9,762,573	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 $33.60 per share. The Reporting Person received $33.321 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 the 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	11/14/2025
	Frontier TopCo GP, LLC, By: /s/ Joseph Turley, Name: Joseph Turley, Title: Officer	11/14/2025
	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	11/14/2025
	** 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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