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): ~~December~~January 129, ~~2025~~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 Dr., 19th Floor, The Woodlands, Texas						77380
(Address of principal executive offices)						(Zip Code)

(936) 539-3300

(Registrant’s telephone number, including area code)

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:


o			Written communications pursuant to Rule 425 under the Securities Act

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

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

o			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

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 x☐

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 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

On ~~December~~January 1 29, ~~2025~~2026, Kodiak Gas Services, Inc. (the “Company”) ~~entered~~issued ~~into~~a anpress ~~Underwriting~~release ~~Agreement~~announcing ~~(the~~a ~~“Underwriting~~quarterly ~~Agreement”)~~cash ~~with~~dividend ~~Frontier~~of ~~TopCo~~$0.49 ~~Partnership,~~per ~~L.P.~~share ~~(the~~of ~~“Selling~~common ~~Stockholder”)~~stock ~~and~~payable ~~Goldman~~on ~~Sachs~~February &20, ~~Co.~~2026 ~~LLC~~to ~~(the~~holders ~~“Underwriter”),~~of ~~relating~~record toas of the ~~offer~~close ~~and~~of ~~sale~~business on February 13, 2026 (the “~~Offering~~Common Stock Dividend”) byand, ~~the~~in ~~Selling~~conjunction ~~Stockholder~~with ofthe ~~9,762,573~~Common ~~shares~~Stock ~~of common stock~~Dividend, ~~par~~Kodiak ~~value~~Gas ~~$0.01~~Services, ~~per share~~LLC, a subsidiary of the Company (~~the~~ “~~Common~~Kodiak ~~Stock~~Services”), bydeclared ~~the Selling Stockholder at~~ a ~~price~~distribution toon ~~the~~its ~~public~~units of $340.6049 per ~~share.~~unit ~~The~~payable ~~Company~~on ~~did~~February ~~not~~20, ~~sell~~2026 ~~any~~to ~~shares~~all unitholders of ~~Common~~record ~~Stock~~of inKodiak ~~the~~Services ~~Offering~~as ~~and~~of ~~did~~the ~~not~~close ~~receive~~of ~~any~~business ~~proceeds~~on ~~from~~February ~~the~~13, ~~sale~~2026. ofThe ~~the~~press ~~shares~~release ~~offered~~is byfurnished ~~the~~as ~~Selling~~Exhibit ~~Stockholder~~99.1 ~~The~~to ~~Offering~~this ~~closed~~Current Report on ~~December~~Form ~~2, 2025~~8-K.

The ~~Underwriting~~information ~~Agreement~~under ~~contains~~this ~~customary~~Item ~~representations~~7.01 and ~~warranties,~~in ~~agreements~~Exhibit ~~and~~99.1 ~~obligations,~~to ~~closing~~this ~~conditions~~Current ~~and~~Report ~~termination~~on ~~provisions.~~Form ~~The~~8-K ~~Company~~is being furnished and ~~the~~shall ~~Selling~~not ~~Stockholder~~be ~~have~~deemed ~~agreed~~“filed” tofor ~~indemnify~~the purpose of Section 18 of the ~~Underwriter~~Securities ~~against~~Exchange ~~certain~~Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 and toin ~~contribute~~Exhibit 99.1 to ~~payments~~this ~~the~~Current ~~Underwriter~~Report ~~may~~on Form 8-K shall not be ~~required~~incorporated toby ~~make~~reference ininto any registration statement or other document pursuant to the ~~event~~Securities Act of ~~any~~1933, ~~such~~as ~~liabilities~~amended.

~~The~~Item ~~foregoing~~9.01 ~~description~~Financial ofStatements ~~the Underwriting Agreement is not complete~~ and ~~is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1~~Exhibits.~~1 and incorporated into this Item 8.01 by reference.~~

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.

No.			Description
1.1			Underwriting Agreement, dated as of December 1, 2025, among the Company, Frontier TopCo Partnership, L.P. and Goldman Sachs & Co. LLC.
99.1			Press Release of Kodiak Gas Services, Inc. dated January 29, 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: December 2, 2025	By:	/s/ John B. Griggs
Date: January 29, 2026	By:	/s/ Jennifer Howard
	Name:		~~John~~Jennifer ~~B. Griggs~~Howard
	Title:		Executive Vice President, ~~and~~General ~~Chief Financial Officer~~Counsel,
			Chief Compliance Officer and Corporate Secretary

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