Kodiak Gas Services Inc SEC Filings

Kodiak Gas Services, Inc. Schedule 13G/A reports that Frontier TopCo Partnership, L.P., Frontier TopCo GP, LLC and EQT Fund Management S.a r.l. (the "Reporting Persons") collectively disclose beneficial ownership of 19,762,573 shares of the issuer's common stock, representing 22.8% of the class. The percentage is calculated using 86,683,860 shares outstanding as of September 3, 2025, per the issuer's prospectus supplement. Kodiak Holdings and Frontier GP are organized in Delaware; EFMS is organized in Luxembourg. Frontier GP is the general partner of Kodiak Holdings and EFMS manages investment vehicles with control over Frontier GP; each of Frontier GP and EFMS disclaim beneficial ownership while acknowledging the relationships disclosed. The filing is an Amendment No. 7 to Schedule 13G and includes signatures dated September 10, 2025.

Kodiak Gas Services insider sale disclosed. Frontier TopCo Partnership, L.P. sold 10,000,000 shares of Kodiak Gas Services, Inc. (KGS) on 09/08/2025 at an effective price of $34.211 per share, the net received after underwriting discounts on an offering priced at $34.40. After the sale, the reporting group beneficially owned 19,762,573 shares, held directly by Frontier TopCo Partnership, L.P. The filing lists Frontier TopCo GP, LLC and EQT Fund Management S.a r.l. as related reporting persons and explains their indirect ownership and managerial relationships. The filing disclaims admission of beneficial ownership except to the extent of any pecuniary interest.

Steven Lee Green, EVP & Chief Commercial Officer of Kodiak Gas Services, Inc. (KGS) reported an award of 14,157 restricted stock units (RSUs) on 09/08/2025. The RSUs are reported at a price of $0 and are recorded as beneficially owned in full following the transaction. The filing states these RSUs will vest and settle in three equal installments beginning September 8, 2026, indicating a multi-year retention schedule. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Kodiak Gas Services filed a prospectus supplement on Form 424(b)(7) describing a secondary offering of common stock priced at $34.400 per share for an aggregate principal amount of $344,000,000 and an additional line item showing $0.189 per share totaling $1,890,000. The document includes ownership tables showing a pre-offering holder with 29,762,573 shares (34.3%) reduced to 19,762,573 shares (22.8%) after a 10,000,000 share offering, and another holder owning 59,000,000 shares (69.9%) with the entire block offered in one table.

The prospectus supplement discloses a 30-day lock-up period for certain parties with enumerated exceptions, that Kodiak Holdings has pledged shares as collateral under an amended credit agreement, and detailed U.S. federal tax withholding rules for non-U.S. holders including a general 30% withholding on dividends absent treaty relief and potential branch profits tax for corporations. The filing repeatedly notes incorporated SEC reports and that website information is not incorporated by reference.

Kodiak Gas Services, Inc. (KGS) Schedule 13G/A shows that FMR LLC and Abigail P. Johnson report beneficial ownership of 8,831,004.09 shares of KGS common stock, representing 10.1% of the class. FMR LLC discloses 8,399,859 shares as sole voting power and 8,831,004.09 shares as sole dispositive power; Abigail P. Johnson reports 0 sole voting power and 8,831,004.09 sole dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. Exhibit 99 and prior powers of attorney are referenced for subsidiary/group details.

Kodiak Gas Services, Inc. (KGS) prospectus supplement excerpt discloses ownership, transfer restrictions, and U.S. federal tax guidance for non-U.S. holders. The filing shows a pre-offering holding of 29,762,573 shares (34.3%) that would be reduced to 19,762,573 shares (22.8%) after an offering of 10,000,000 shares. A separate table reports a controlling block of 59,000,000 shares (69.9%) and an offering of 59,000,000 shares leaving 0 shares retained in that line. Kodiak Holdings and related entities are identified as major holders; Kodiak Holdings has pledged its shares as collateral under an amended credit agreement and lenders have consent rights under a Stockholders' Agreement. The prospectus describes a 30-day lock-up period for certain parties, lists customary exceptions, and summarizes U.S. federal withholding and reporting rules for non-U.S. holders, including FATCA implications and potential 30% withholding on dividends absent treaty or documentation.

Kodiak Gas Services, Inc. reported that its subsidiary issued $600,000,000 of 6.500% senior unsecured notes due 2033 and $600,000,000 of 6.750% senior unsecured notes due 2035. Interest is paid semi-annually starting April 1, 2026, with optional redemption features, equity-funded redemption options for up to 40% of each series and step-down call premiums beginning in 2028 for the 2033 Notes and 2030 for the 2035 Notes.

The notes are guaranteed by Kodiak Gas Services, Inc. and certain subsidiaries and are governed by covenants that restrict additional debt, liens, distributions, asset sales and affiliate transactions, with many covenants falling away if the notes achieve investment grade ratings from at least two agencies and no default exists. Holders receive change-of-control protection at 101% of principal plus accrued interest if specified rating downgrades occur.

The company also entered a Fourth Amendment to its asset-based revolving credit facility, reducing the facility commitments to $2.0 billion, lowering interest margins, extending maturity to September 5, 2030, adjusting leverage ratio calculations and expanding the borrowing base while resetting the cash dominion trigger and consent thresholds.