Form 8-K - Current report

Kodiak Gas Services, Inc.

Date: October 21, 2024

/s/ Kelly M. Battle

Kelly M. Battle

Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

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): October 21, 2024

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., Suite 1900 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol

Name of 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01

Regulation FD Disclosure.

On October 21, 2024, Kodiak Gas Services, Inc. (the “Company”) issued a press release announcing a quarterly cash dividend of $0.41 per share of common stock payable on November 8, 2024 to holders of record as of the close of business on November 1, 2024 (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 $0.41 per unit payable on November 8, 2024 to all unitholders of record of Kodiak Services as of the close of business on November 1, 2024. 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


Exhibit No.		Description

99.1		Press Release of Kodiak Gas Services, Inc. dated October 21, 2024

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.

Exhibit 99.1

Contact:

Graham Sones, VP of Investor Relations

ir@kodiakgas.com

(936) 755-3259

Kodiak Gas Services Announces Quarterly Dividend and

Third Quarter 2024 Earnings Release and Conference Call Schedule

THE WOODLANDS, TX — October 21, 2024 — Kodiak Gas Services, Inc. (NYSE: KGS), (“Kodiak” or the “Company”) today announced that its board of directors has declared a cash dividend of $0.41 per share of common stock for the third quarter of 2024 (the “Common Stock Dividend”). This Common Stock Dividend will be paid on November 8, 2024 to all stockholders of record as of the close of business on November 1, 2024.

In conjunction with the Common Stock Dividend, Kodiak Gas Services, LLC (“Kodiak Services”), a subsidiary of Kodiak, has declared a distribution of $0.41 per unit for the third quarter of 2024, which will be paid on November 8, 2024 to all unitholders of record of Kodiak Services on November 1, 2024.

Kodiak will release third-quarter 2024 financial results on Wednesday, November 6, 2024 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, November 7, 2024 at 11:00 a.m. Eastern Time (10:00 a.m. Central Time).

What:

Kodiak Gas Services Third-Quarter 2024 Earnings Conference Call

When:

Thursday, November 7, 2024 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 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 replay will be available through November 21, 2024 and may be accessed by dialing 877-660-6853 and using access code 13749547. 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 the largest contract compression services provider in the United States, serving as a critical link in the infrastructure enabling 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. More information is available at www.kodiakgas.com.

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, 2023 and filed with the SEC on March 7, 2024. 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.

###

Document and Entity Information	Oct. 21, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001767042
Document Type	8-K
Document Period End Date	Oct. 21, 2024
Entity Registrant Name	Kodiak Gas Services, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-41732
Entity Tax Identification Number	83-3013440
Entity Address, Address Line One	9950 Woodloch Forest Dr.
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	(936)
Local Phone Number	539-3300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.01 per share
Trading Symbol	KGS
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false