Form 8-K

8-K — Kodiak Gas Services, Inc.

Accession: 0001767042-26-000041

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001767042

SIC: 4922 (NATURAL GAS TRANSMISSION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — kgs-20260511.htm (Primary)

EX-99.1 (kgsq12026earningsrelease.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: kgs-20260511.htm · Sequence: 1

kgs-20260511

FALSE000176704200017670422026-05-112026-05-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2026

____________________

Kodiak Gas Services, Inc.

(Exact name of registrant as specified in its charter)

____________________

Delaware 001-41732 83-3013440

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9950 Woodloch Forest Drive, Suite 1900, The Woodlands, Texas

77380

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (936) 539-3300

Not Applicable

(Former name or former address, if changed since last report.)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share KGS

The New York Stock Exchange

NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On May 11, 2026, Kodiak Gas Services, Inc. (the “Company”) issued a press release providing information on its results of operations and financial condition for the quarter ended March 31, 2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information under this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

No. Description

99.1

Kodiak Gas Services, Inc. press release dated May 11, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Kodiak Gas Services, Inc.

Date: May 11, 2026

By: /s/ Jennifer Howard

Name: Jennifer Howard

Title: Executive Vice President, General Counsel,

Chief Compliance Officer and Corporate Secretary

EX-99.1

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Document

NEWS RELEASE

Investor Contact

Graham Sones, VP – Investor Relations

ir@kodiakgas.com

(936) 755-3529

Kodiak Gas Services Reports First Quarter 2026 Financial Results, Increases Full Year 2026 Guidance to Include Distributed Power Business and Provides Power Generation Capacity Update and Growth Outlook

THE WOODLANDS, Texas — May 11, 2026 — Kodiak Gas Services, Inc. (NYSE: KGS) (“Kodiak” or the “Company”) today reported financial and operating results for the quarter ended March 31, 2026. The Company announced increased full-year 2026 guidance to incorporate the contribution from the recently-closed acquisition of Distributed Power Solutions, LLC (DPS). Kodiak also announced that it has procured over 260 megawatts (MWs) of additional power generation capacity and expects annual growth of 300 to 500 MWs per year through 2030.

First Quarter 2026 and Recent Highlights

•Record Contract Services segment revenues of $307.0 million

•Contract Services gross margin percentage of 48.2% and adjusted gross margin percentage(1) of 70.6%

•Net income of $17.8 million, or $0.20 per diluted share and adjusted net income(1) of $52.0 million, or $0.59 per adjusted diluted share(1)

•Record adjusted EBITDA(1) of $190.1 million, a 7.0% increase compared to first quarter 2025

•Quarterly net cash provided by operating activities of $71.2 million and record discretionary cash flow(1) of $126.5 million, a 9.0% increase compared to first quarter 2025

•Completed 20,700 horsepower purchase-leaseback transaction with a leading oil and gas producer in the Permian Basin

•Issued $1 billion of senior unsecured notes, reducing the Company's weighted average borrowing rate and bolstering liquidity

•Closed the acquisition of DPS on April 1, 2026 and procured over 260 MWs of additional power generation capacity; expect to take delivery of 61 MWs in 2026 with the balance to be delivered in 2027 through 2029

2026 Guidance Highlights

•Provided revised full year 2026 guidance to reflect continued strength in natural gas compression and to incorporate new power segment

•Increased 2026 Adjusted EBITDA guidance to a range of $820 million to $860 million

CEO Commentary

“Kodiak is off to a fantastic start in 2026, with record contract services revenue and adjusted gross margin percentage driving record quarterly adjusted EBITDA. Our contract compression business continues to outperform expectations, and our new power business has tremendous growth potential," said Mickey McKee, Kodiak's President and Chief Executive Officer. “Since closing the DPS acquisition, we have been actively engaged with numerous data center developers discussing the scope and scale of their distributed power needs. Given the overwhelming demand, we are actively working to scale our power offerings, including today's announcement of equipment orders that will significantly increase our power generation capacity to over 650 megawatts, and clear line of sight to

(1) Adjusted gross margin percentage, adjusted net income, adjusted diluted earnings per share, adjusted EBITDA, and discretionary cash flow are non-GAAP financial measures. Definitions and reconciliations to the most comparable GAAP financial measure are included herein.

over two gigawatts by the end of the decade. We are currently in advanced discussions with customers to deploy this capacity under long-term contracts.

“We remain constructive on the outlook for U.S. natural gas, with rising demand driving the need for incremental compression infrastructure. The market remains tight, with historically long lead times for new large horsepower compression, but Kodiak is well positioned to deliver on our growth targets in the coming years. We're also encouraged by the increasing adoption of distributed power as the preferred solution for data center and other large industrial power consumers' long-term power needs. We have a robust pipeline of commercial opportunities, and have made meaningful progress to secure the equipment to allow us to capture those opportunities and realize our long-term growth objectives."

Segment Information

Contract Services segment revenue was $307.0 million in the first quarter of 2026, a 6.2% increase compared to $289.0 million in the first quarter of 2025. Contract Services segment gross margin was $148.0 million in the first quarter of 2026, an 18.3% increase compared to $125.2 million in the first quarter of 2025 and adjusted gross margin was $216.7 million in the first quarter of 2026, a 10.7% increase compared to $195.7 million in the first quarter of 2025.

Other Services segment revenue was $38.8 million in the first quarter of 2026, a 4.7% decrease compared to $40.7 million in the first quarter of 2025. Other Services segment gross margin and adjusted gross margin were each $6.2 million in the first quarter of 2026, a 12.7% increase compared to $5.5 million for each measure in the first quarter of 2025.

Financial Results

Net income attributable to common shareholders of $17.8 million or $0.20 per share, in the first quarter of 2026 included a $36.5 million loss on extinguishment of debt related to the refinancing of the Company's senior notes due 2029, as well as $8.3 million of nonrecurring transaction expenses related primarily to the acquisition of DPS. Adjusting for these items and the associated tax effects, adjusted net income was $52.0 million or $0.59 per diluted share.

Long-Term Debt and Liquidity

Total debt outstanding was $2.8 billion as of March 31, 2026, and the Company had $1.5 billion available on its ABL Facility. Kodiak’s credit agreement leverage ratio was 3.6x for the first quarter of 2026.

Summary Financial Data

Three Months Ended

(in thousands, excluding percentages) March 31, 2026 December 31, 2025 March 31, 2025

Total revenues $ 345,759 $ 332,871 $ 329,642

Net income attributable to common shareholders $ 17,805 $ 24,625 $ 30,411

Adjusted net income (1)

$ 52,001 $ 35,261 $ 32,637

Adjusted EBITDA (1)

$ 190,092 $ 184,451 $ 177,664

Adjusted EBITDA percentage (1)

55.0 % 55.4 % 53.9 %

Contract Services revenue $ 306,985 $ 301,810 $ 288,956

Contract Services adjusted gross margin (1)

$ 216,726 $ 208,911 $ 195,721

Contract Services adjusted gross margin percentage (1)

70.6 % 69.2 % 67.7 %

Other Services revenue $ 38,774 $ 31,061 $ 40,686

Other Services adjusted gross margin (1)

$ 6,155 $ 3,961 $ 5,460

Other Services adjusted gross margin percentage (1)

15.9 % 12.8 % 13.4 %

Maintenance capital expenditures $ 17,758 $ 22,265 $ 16,407

Growth capital expenditures (2) (3)

$ 85,552 $ 25,253 $ 55,983

Other capital expenditures (4)

7,458 11,895 22,258

Total Growth and Other capital expenditures $ 93,010 $ 37,148 $ 78,241

Discretionary cash flow (1)

$ 126,505 $ 112,524 $ 116,084

Free cash flow (1)

$ 36,962 $ 78,609 $ 47,219

(1)Adjusted net income, adjusted EBITDA, adjusted EBITDA percentage, adjusted gross margin, adjusted gross margin percentage, discretionary cash flow and free cash flow are non-GAAP financial measures. For definitions and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP, see “Non-GAAP Financial Measures” below.

(2)Growth capital expenditures for the three months ended March 31, 2026 include $18.0 million for additional power generation capacity.

(3)Growth capital expenditures made to (1) expand the operating capacity or operating income capacity of assets including, but not limited to, the acquisition of additional compression units, upgrades to existing equipment, expansion of supporting infrastructure, and implementation of new technologies, (2) maintain the operating capacity or operating income capacity of assets by acquisition of replacement compression units and their supporting infrastructure, and (3) expand the operating capacity or operating income capacity of existing assets..

(4)Other capital expenditures made on assets required to support our operations—such as rolling stock, leasehold improvements, technology hardware and software and related implementation expenditures, safety enhancements to equipment, and other general items that are typically capitalized and that have a useful life beyond one year.

Summary Operating Data

(as of the dates indicated)

March 31, 2026 December 31, 2025 March 31, 2025

Fleet horsepower (1)

4,477,398 4,456,285 4,422,914

Revenue-generating horsepower (2)

4,389,412 4,354,724 4,284,103

Fleet compression units 4,670 4,736 4,941

Revenue-generating compression units 4,494 4,490 4,545

Revenue-generating horsepower per revenue-generating compression unit (3)

977 970 943

Fleet utilization (4)

98.0 % 97.7 % 96.9 %

(1)Fleet horsepower includes (x) revenue-generating horsepower and (y) idle horsepower, which is comprised of compression units that do not have a signed contract or are not subject to a firm commitment from our customer and therefore are not currently generating revenue.

(2)Revenue-generating horsepower includes compression units that are operating under contract and generating revenue and compression units which are available to be deployed and for which we have a signed contract or are subject to a firm commitment from our customer.

(3)Calculated as (i) revenue-generating horsepower divided by (ii) revenue-generating compression units at period end.

(4)Fleet utilization is calculated as (i) revenue-generating horsepower divided by (ii) fleet horsepower.

Full-Year 2026 Guidance

Kodiak is providing revised guidance for the full year 2026. The full year 2026 guidance below incorporates three quarters of the financial impact of the DPS acquisition given the April 1, 2026 closing date.

Full-Year 2026 Guidance

(in thousands, excluding percentages) Low High

Adjusted EBITDA (1)

$ 820,000 $ 860,000

Discretionary cash flow (1)(2)

$ 520,000 $ 570,000

Segment Information

Compression Infrastructure (3) revenue

$ 1,250,000 $ 1,280,000

Compression Infrastructure adjusted gross margin percentage (1)

68.5 % 70.0 %

Power Infrastructure (3) revenue

$ 95,000 $ 125,000

Power Infrastructure adjusted gross margin percentage (1)

60.0 % 70.0 %

Other Services revenue

$ 125,000 $ 160,000

Other Services adjusted gross margin percentage (1)

13.0 % 16.0 %

Capital Expenditures

Maintenance capital expenditures $ 80,000 $ 90,000

Growth capital expenditures:

Compression Infrastructure (3)

$ 245,000 $ 275,000

Power Infrastructure (3)

400,000 500,000

Total Growth capital expenditures

$ 645,000 $ 775,000

Other capital expenditures $ 45,000 $ 55,000

Total Growth and Other capital expenditures

$ 690,000 $ 830,000

(1)The Company is unable to reconcile projected adjusted EBITDA to projected net income (loss) and discretionary cash flow to projected net cash provided by operating activities and projected adjusted gross margin percentage to projected gross margin percentage, the most comparable financial measures calculated in accordance with GAAP, respectively, without unreasonable efforts because components of the calculations are inherently unpredictable, such as changes to current assets and liabilities, unknown future events, and estimating certain future GAAP measures. The inability to project certain components of the calculation would significantly affect the accuracy of the reconciliations.

(2)Discretionary cash flow guidance assumes no change to Secured Overnight Financing Rate futures.

(3)The Company's Contract Services segment will be renamed Compression Infrastructure going forward. In addition, the Company intends to create a new Power Infrastructure segment that will include a significant majority of the assets, revenues and expenses acquired in the DPS acquisition, as well as similar assets, revenues and expenses, going forward. A portion of the revenues and expenses acquired in the DPS acquisition that are not recurring in nature, as well as similar revenues and expenses arising from the power business going forward, will be included in the Company's existing Other Services segment. To assist in comparisons to future segment results, the guidance above is provided using the Company's go-forward segment structure.

Conference Call

Kodiak will conduct a conference call on Monday, May 11, 2026, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) to discuss financial and operating results for the quarter ended March 31, 2026. To listen to the call by phone, dial 877-407-4012 and ask for the Kodiak Gas Services call at least 10 minutes prior to the start time. To listen to the call via webcast, please visit the Investors tab of Kodiak’s website at www.kodiakgas.com.

About Kodiak

Kodiak is a leading contract compression, distributed power and energy infrastructure services provider in the United States. The Company serves as a critical link in the infrastructure chain that enables the safe, reliable and efficient production of energy. Headquartered in The Woodlands, Texas, Kodiak provides contract compression, distributed power and related services to oil and gas producers, midstream customers and digital infrastructure operators. Additional information is available on the Company's website at www.kodiakgas.com.

Non-GAAP Financial Measures

Adjusted net income and adjusted earnings per share are considered non-GAAP measures. Adjusted net income is defined as net income adjusted to exclude certain items, as applicable, such as (i) impairment of long-lived assets; (ii) severance expenses; (iii) transaction expenses; (iv) sales tax reserve; (v) loss on disposal of business; (vi) loss (gain) on derivatives; (vii) loss on extinguishment of debt; and (viii) the tax effects of the adjustments. Adjusted earnings per share is calculated by dividing adjusted net income by the weighted average diluted shares outstanding.

Adjusted EBITDA and adjusted EBITDA percentage are considered non-GAAP measures. Adjusted EBITDA is defined net income before interest expense; income tax expense; and depreciation and amortization; plus certain items, as applicable, such as (i) impairment of long-lived assets; (ii) loss (gain) on derivatives; (iii) equity compensation expense; (iv) severance expenses; (v) transaction expenses; (vi) sales tax reserve; (vii) loss (gain) on disposal of business; (viii) loss (gain) on sale of assets; and (ix) loss on extinguishment of debt. We define adjusted EBITDA percentage as adjusted EBITDA divided by total revenues.

Adjusted net income, adjusted diluted EPS, adjusted EBITDA and adjusted EBITDA percentage are used as supplemental financial measures by our management and external users of our financial statements, such as investors, commercial banks and other financial institutions, to assess: (i) the financial performance of our assets without regard to the impact of financing methods, capital structure or historical cost basis of our assets; (ii) the viability of capital expenditure projects and the overall rates of return on alternative investment opportunities; (iii) the ability of our assets to generate cash sufficient to make debt payments and pay dividends; and (iv) our operating performance as compared to those of other companies in our industry without regard to the impact of financing methods and capital structure. We believe adjusted net income, adjusted diluted EPS, adjusted EBITDA and adjusted EBITDA percentage provide useful information because, when viewed with our GAAP results and the accompanying reconciliation, they provide a more complete understanding of our performance than GAAP results alone. We also believe that external users of our financial statements benefit from having access to the same financial measures that management uses in evaluating the results of our business. Reconciliations of adjusted net income and adjusted EBITDA to net income and adjusted diluted EPS to GAAP diluted earnings per share, the most directly comparable GAAP financial measures are presented below.

Adjusted gross margin is defined as revenue less cost of operations, exclusive of depreciation and amortization expense. Adjusted gross margin percentage is defined as adjusted gross margin divided by total revenues. We believe adjusted gross margin and adjusted gross margin percentage are useful as supplemental measures to investors of our operating profitability. Reconciliations of adjusted gross margin to gross margin are presented below.

Discretionary cash flow is considered a non-GAAP measure. Discretionary cash flow is defined as net cash provided by operating activities less (i) maintenance capital expenditures; (ii) certain changes in operating assets and liabilities; and (iii) certain other expenses; plus certain items, as applicable, such as (w) severance expenses; (x) transaction expenses; and (y) sales tax reserve. We believe discretionary cash flow is a useful liquidity and performance measure and supplemental financial measure in assessing our ability to pay cash dividends to our stockholders, make growth capital expenditures and assess our operating performance. A reconciliation of discretionary cash flow to net cash provided by operating activities is presented below.

Free cash flow is considered a non-GAAP measure. Free cash flow is defined as net cash provided by operating activities less (i) maintenance capital expenditures; (ii) certain changes in operating assets and liabilities; (iii) certain other expenses; (iv) growth capital expenditures; and (v) other capital expenditures; plus certain items, as applicable, such as (w) severance expenses; (x) transaction expenses; (y) sales tax reserve; and (z) proceeds from sale of assets. We believe free cash flow is a liquidity measure and useful

supplemental financial measure in assessing our ability to pursue business opportunities and investments to grow our business and to service our debt. A reconciliation of free cash flow to net cash provided by operating activities is presented below.

Cautionary Note Regarding Forward-Looking Statements

This news release contains, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding: (i) expected operating results, such as revenue growth and earnings, including the integration of acquired businesses and assets into our operations, and our ability to service our indebtedness; (ii) anticipated levels of capital expenditures and uses of capital; (iii) current or future volatility in the credit markets and future market conditions; (iv) potential or pending acquisition transactions or other strategic transactions, the timing thereof, the receipt of necessary approvals to close such acquisitions, our ability to finance such acquisitions, and our ability to achieve the intended operational, financial, and strategic benefits from any such transactions; (v) expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings; (vi) production and capacity forecasts for the natural gas and oil industry; (vii) strategy for customer retention, growth, fleet maintenance, market position and financial results; (viii) interest rate hedges; and (ix) strategy for risk management.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking statements. Please refer to the factors discussed throughout the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission, which can be found at the SEC’s website www.sec.gov. The discussion of these factors is specifically incorporated by reference into this news release.

Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. Except as may be required by applicable law, we undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future developments or otherwise.

KODIAK GAS SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended

(in thousands, except per share data) March 31, 2026 December 31, 2025 March 31, 2025

Revenues:

Contract Services $ 306,985 $ 301,810 $ 288,956

Other Services 38,774 31,061 40,686

Total revenues 345,759 332,871 329,642

Operating expenses:

Cost of operations (exclusive of depreciation and amortization shown below):

Contract Services 90,259 92,899 93,235

Other Services 32,619 27,100 35,226

Depreciation and amortization 68,681 73,192 70,529

Long-lived asset impairment — 6,344 —

Selling, general and administrative 46,127 38,923 32,255

Loss on sale of assets 1,261 7,519 9,211

Total operating expenses 238,947 245,977 240,456

Income from operations 106,812 86,894 89,186

Other income (expenses):

Interest expense (48,741) (48,985) (47,224)

Loss on extinguishment of debt (36,512) — —

Other income (expense), net (939) 1,072 (402)

Total other expenses, net (86,192) (47,913) (47,626)

Income before income taxes 20,620 38,981 41,560

Income tax expense 2,760 14,216 10,524

Net income 17,860 24,765 31,036

Less: Net income attributable to noncontrolling interests 55 140 625

Net income attributable to common shareholders $ 17,805 $ 24,625 $ 30,411

Earnings per share attributable to common shareholders:

Basic $ 0.20 $ 0.28 $ 0.34

Diluted $ 0.20 $ 0.28 $ 0.33

Weighted average shares outstanding:

Basic 85,942 86,184 87,879

Diluted 87,501 87,483 90,606

KODIAK GAS SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands) March 31, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 94,363 $ 3,179

Accounts receivable, net 238,376 197,600

Inventories, net 103,926 101,530

Contract assets 7,725 5,190

Prepaid expenses and other current assets 15,150 15,637

Total current assets 459,540 323,136

Property, plant and equipment, net 3,419,137 3,377,555

Operating lease right-of-use assets, net 44,361 42,218

Finance lease right-of-use assets, net 5,892 6,500

Goodwill 408,681 408,681

Identifiable intangible assets, net 149,514 154,474

Fair value of derivative instruments 6,578 4,664

Other assets 939 789

Total assets $ 4,494,642 $ 4,318,017

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable $ 71,831 $ 72,974

Accrued liabilities 195,729 218,463

Contract liabilities 92,413 94,505

Total current liabilities 359,973 385,942

Long-term debt, net of unamortized debt issuance cost 2,787,003 2,555,250

Operating lease liabilities 42,122 39,391

Finance lease liabilities 3,775 4,405

Deferred tax liabilities 125,460 122,851

Other liabilities 1,303 2,782

Total liabilities $ 3,319,636 $ 3,110,621

Stockholders’ equity:

Preferred stock 2 4

Common stock 908 903

Additional paid-in capital 1,326,985 1,334,333

Treasury stock, at cost (143,968) (143,968)

Noncontrolling interest 3,597 4,910

Accumulated other comprehensive loss (99) (1,586)

(Accumulated deficit) Retained earnings (12,419) 12,800

Total stockholders’ equity 1,175,006 1,207,396

Total liabilities and stockholders’ equity $ 4,494,642 $ 4,318,017

KODIAK GAS SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Three Months Ended March 31,

(in thousands) 2026 2025

Cash flows from operating activities:

Net income $ 17,860 $ 31,036

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 68,681 70,529

Equity compensation expense 5,890 6,978

Amortization of debt issuance costs 2,963 3,133

Non-cash lease expense 3,260 2,555

Provision for credit losses 1,169 —

Inventory reserve — 123

Loss on sale of assets 1,261 9,211

Amortization of interest rate swap — 2,426

Deferred tax provision 2,709 7,016

Loss on extinguishment of debt 36,512 —

Changes in operating assets and liabilities

Accounts receivable (41,945) (23)

Inventories (2,396) 3,416

Contract assets (2,535) (12,313)

Prepaid expenses and other current assets 1,604 (1,235)

Accounts payable (38) 2,182

Accrued and other liabilities (22,916) (16,258)

Contract liabilities (2,092) 5,913

Other assets 1,195 (361)

Net cash provided by operating activities 71,182 114,328

Cash flows from investing activities:

Purchase of property, plant and equipment (118,370) (77,553)

Proceeds from sale of assets 3,467 9,376

Net cash used for investing activities (114,903) (68,177)

Cash flows from financing activities:

Borrowings on debt instruments 1,353,857 347,491

Payments on debt instruments (1,147,272) (344,204)

Principal payments on other borrowings (395) (1,950)

Payment of debt issuance cost (12,958) —

Principal payments on finance leases (593) (719)

Dividends paid to stockholders (42,604) (36,445)

Repurchase of common shares — (9,956)

Cash paid for shares withheld to cover taxes (14,979) (2,827)

Net effect on deferred taxes and taxes payable related to the vesting of restricted stock — 16

Distributions to noncontrolling interest (151) (357)

Net cash provided by (used for) financing activities 134,905 (48,951)

Net increase (decrease) in cash and cash equivalents 91,184 (2,800)

Cash and cash equivalents - beginning of period 3,179 4,750

Cash and cash equivalents - end of period $ 94,363 $ 1,950

KODIAK GAS SERVICES, INC.

RECONCILIATION OF NET INCOME AND DILUTED EARNINGS PER SHARE

TO ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS PER SHARE

(UNAUDITED)

Three Months Ended

(in thousands) March 31, 2026 December 31, 2025 March 31, 2025

Net income $ 17,860 $ 24,765 $ 31,036

Long-lived asset impairment — 6,344 —

Loss on extinguishment of debt 36,512 — —

Severance expense

72 2,121 376

Transaction expenses (1)

8,315 793 1,786

Tax effect of adjustments (2)

(10,758) 1,238 (561)

Adjusted net income $ 52,001 $ 35,261 $ 32,637

Weighted-average common shares outstanding:

Diluted 87,501 87,483 90,606

Diluted earnings per common share

$ 0.20 $ 0.28 $ 0.33

Long-lived asset impairment — 0.07 —

Loss on extinguishment of debt 0.42 — —

Severance expense

— 0.02 0.01

Transaction expenses (1)

0.10 0.01 0.02

Tax effect of adjustments (2)

(0.13) 0.02 (0.01)

Adjusted diluted earnings per common share $ 0.59 $ 0.40 $ 0.35

(1)Represents certain costs associated with non-recurring professional services and other costs, primarily primarily related to the acquisition of DPS and secondary offerings.

(2)Represents the estimated tax effect of adjustments calculated using the Company’s adjusted tax provision.

KODIAK GAS SERVICES, INC.

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(UNAUDITED)

Three Months Ended

(in thousands, excluding percentages) March 31, 2026 December 31, 2025 March 31, 2025

Net income $ 17,860 $ 24,765 $ 31,036

Interest expense 48,741 48,985 47,224

Income tax expense 2,760 14,216 10,524

Depreciation and amortization 68,681 73,192 70,529

Long-lived asset impairment — 6,344 —

Loss on extinguishment of debt 36,512 — —

Equity compensation expense 5,890 6,516 6,978

Severance expense

72 2,121 376

Transaction expenses (1)

8,315 793 1,786

Loss on sale of assets 1,261 7,519 9,211

Adjusted EBITDA $ 190,092 $ 184,451 $ 177,664

Net income percentage 5.2% 7.4% 9.4%

Adjusted EBITDA percentage 55.0% 55.4% 53.9%

(1)Represents certain costs associated with non-recurring professional services and other costs, primarily primarily related to the acquisition of DPS and secondary offerings.

KODIAK GAS SERVICES, INC.

RECONCILIATION OF ADJUSTED GROSS MARGIN TO GROSS MARGIN

(UNAUDITED)

Contract Services

Three Months Ended

(in thousands, excluding percentages) March 31, 2026 December 31, 2025 March 31, 2025

Total revenues $ 306,985 $ 301,810 $ 288,956

Cost of operations (excluding depreciation and amortization)

(90,259) (92,899) (93,235)

Depreciation and amortization (68,681) (73,192) (70,529)

Gross margin $ 148,045 $ 135,719 $ 125,192

Gross margin percentage 48.2% 45.0% 43.3%

Depreciation and amortization 68,681 73,192 70,529

Adjusted gross margin $ 216,726 $ 208,911 $ 195,721

Adjusted gross margin percentage 70.6% 69.2% 67.7%

Other Services

Three Months Ended

(in thousands, excluding percentages) March 31, 2026 December 31, 2025 March 31, 2025

Total revenues $ 38,774 $ 31,061 $ 40,686

Cost of operations (excluding depreciation and amortization)

(32,619) (27,100) (35,226)

Depreciation and amortization — — —

Gross margin $ 6,155 $ 3,961 $ 5,460

Gross margin percentage 15.9% 12.8% 13.4%

Depreciation and amortization — — —

Adjusted gross margin $ 6,155 $ 3,961 $ 5,460

Adjusted gross margin percentage 15.9% 12.8% 13.4%

KODIAK GAS SERVICES, INC.

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO DISCRETIONARY CASH FLOW AND FREE CASH FLOW

(UNAUDITED)

Three Months Ended

(in thousands) March 31, 2026 December 31, 2025 March 31, 2025

Net cash provided by operating activities $ 71,182 $ 194,862 $ 114,328

Maintenance capital expenditures (17,758) (22,265) (16,407)

Severance expense

72 2,121 376

Transaction expenses (1)

8,315 793 1,786

Change in operating assets and liabilities 69,123 (60,613) 18,679

Other (2)

(4,429) (2,374) (2,678)

Discretionary cash flow $ 126,505 $ 112,524 $ 116,084

Growth capital expenditures (3)(4)(5)

(85,552) (25,253) (55,983)

Other capital expenditures (4)

(7,458) (11,895) (22,258)

Proceeds from sale of assets 3,467 3,233 9,376

Free cash flow $ 36,962 $ 78,609 $ 47,219

(1)Represents certain costs associated with non-recurring professional services and other costs, primarily related to the acquisition of DPS and secondary offerings.

(2)Includes non-cash lease expense, provision for credit losses and inventory reserve.

(3)Growth capital expenditures includes an $18.0 million investment in power generation infrastructure to support our recently acquired power distribution business for the three months ended March 31, 2026.

(4)For the three months ended March 31, 2026, December 31, 2025, and March 31, 2025, growth and other capital expenditures includes a $6.5 million decrease, a $6.5 million increase and a $14.1 million increase in accrued capital expenditures, respectively.

(5)For the three months ended March 31, 2026, December 31, 2025, and March 31, 2025, growth capital expenditures includes a $1.0 million increase, a $0.7 million increase and a $1.2 million increase, in a non-cash sales tax accrual on compression equipment purchases, respectively.

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Cover

May 11, 2026

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Entity Registrant Name

Kodiak Gas Services, Inc.

Entity Incorporation State Country Code

Entity File Number

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Entity Tax Identification Number

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Entity Address, Address Line One

9950 Woodloch Forest Drive

Entity Address, Address Line Two

Suite 1900

Entity Address, City or Town

The Woodlands

Entity Address, State or Province

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City Area Code

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Local Phone Number

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Security Exchange Name

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