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FALSE000176704200017670422025-04-232025-04-23

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): April 23, 2025
____________________
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



Item 7.01 Regulation FD Disclosure.

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 On April 23, 2025, Kodiak Gas Services, Inc. (the “Company”) issued a press release announcing a quarterly cash dividend of $0.45 per share of common stock payable on May 15, 2025 to holders of record as of the close of business on May 5, 2025 (the “Common Stock Dividend”) and, in conjunction with the Common Stock Dividend, Kodiak Gas Services, LLC, a subsidiary of the Company (“Kodiak Services”) declared a distribution on its units of $0.45 per unit payable on May 15, 2025 to all unitholders of record of Kodiak Services as of the close of business on May 5, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information under this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K is 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 7.01 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
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: April 23, 2025 By: /s/ Kelly M. Battle
Name: Kelly M. Battle
Title: Executive Vice President, Chief Legal Officer,
Chief Compliance Officer and Corporate Secretary

EX-99.1 2 kgsdividendandearningscall.htm EX-99.1 Document
Exhibit 99.1
image_11a.jpg
NEWS RELEASE
Contact:
Graham Sones, VP of Investor Relations
ir@kodiakgas.com
(936) 755-3259

    
Kodiak Gas Services Announces Increased Quarterly Dividend and First Quarter 2025 Earnings Release and Conference Call Schedule

THE WOODLANDS, TX — April 23, 2025 — Kodiak Gas Services, Inc. (NYSE: KGS), (“Kodiak” or the “Company”) today announced that its board of directors has declared an increase to its quarterly cash dividend to $0.45 per share of common stock for the first quarter of 2025 (the “Common Stock Dividend”). This Common Stock Dividend represents a ten percent increase over the Common Stock Dividend declared for the fourth quarter of 2024 and will be paid on May 15, 2025 to all stockholders of record as of the close of business on May 5, 2025.

In conjunction with the Common Stock Dividend, Kodiak Gas Services, LLC (“Kodiak Services”), a subsidiary of Kodiak, has declared a distribution of $0.45 per unit for the first quarter of 2025, which will be paid on May 15, 2025 to all unitholders of record of Kodiak Services on May 5, 2025.

Mickey McKee, Kodiak’s President and Chief Executive Officer, commented “the increased dividend we announced today reflects the strength of Kodiak’s business model and stability of the cash flows it generates. This is our second dividend increase in the last twelve months and demonstrates our ongoing commitment to return capital to our shareholders.”

Kodiak will release first quarter 2025 financial results on Wednesday, May 7, 2025, after the market closes. In conjunction with the release, the Company has scheduled a conference call, which will also be broadcast live over the Internet, on Thursday, May 8, 2025 at 11:00 a.m. Eastern Time (10:00 a.m. Central Time).

What: Kodiak Gas Services First-Quarter 2025 Earnings Conference Call

When: Thursday, May 8, 2025 at 11:00 a.m. Eastern / 10:00 a.m. Central

How: Live via phone – By dialing 877-407-4012 and asking for the
Kodiak Gas Services call at least 10 minutes prior to the start time, or
Live over the Internet – By logging onto the web at the address below
Where: https://ir.kodiakgas.com/news-events/ir-calendar     
A telephonic replay will be available through May 22, 2025 and may be accessed by dialing 877-660-6853 and using access code 13753388. A replay of the webcast will be available shortly after the call at https://ir.kodiakgas.com/news-events/ir-calendar for 180 days.
About Kodiak
Kodiak is a leading contract compression services provider in the United States, serving as a critical link in the infrastructure that enables the safe and reliable production and transportation of natural gas and oil. Headquartered in The Woodlands, Texas, Kodiak provides contract compression and related services to oil and gas producers and midstream customers in high–volume gas gathering systems, processing facilities, multi-well gas lift applications and natural gas transmission systems.
Cautionary Note Regarding Forward-Looking Statements
This news release contains “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. Forward-looking statements contained herein include the amount and timing of future dividend payments. 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. A list and description of risks, uncertainties and other factors can be found in the Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and filed with the SEC on March 7, 2025 and any updates to those factors set forth in our subsequent quarterly reports on Form 10-Q or current reports on Form 8-K. 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.
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