Business Context and Reporting Period
This Form 8-K Current Report was filed by Kodiak Gas Services, Inc. on November 13, 2025, covering events that occurred on November 12 and 13, 2025. The filing details a secondary offering of common stock by a selling stockholder and a concurrent share repurchase by the Company.
Key Financial Metrics and Transaction Details
- Secondary Offering: Frontier TopCo Partnership, L.P. sold 10,000,000 shares of common stock at a public price of $33.60 per share.
- Company Proceeds: The Company received $0 from the secondary offering as it did not sell any shares.
- Share Repurchase: The Company purchased 1,000,000 shares from the underwriter at approximately $33.30 per share, totaling approximately $33.3 million.
- Remaining Repurchase Authorization: Approximately $31.7 million remains available under the Company's existing share repurchase program.
- Underwriter: Goldman Sachs & Co. LLC.
Material Changes
The filing reports a material change in the Company's capital structure through the execution of a share repurchase. While the Company's total share count decreased by 1,000,000 shares due to the repurchase, the transaction was funded by the Company's cash resources rather than new equity issuance. The filing does not provide comparative financial metrics (revenue, profit, cash flow) for the period as this is a transactional report, not a periodic financial statement.
Outlook, Risks, and Management Commentary
The filing contains no forward-looking guidance, management commentary on operational outlook, or specific risk factors beyond the standard representations and warranties in the Underwriting Agreement. The transaction closed on November 13, 2025, and the Company and the Selling Stockholder have agreed to indemnify the Underwriter against certain liabilities.
Key Facts for Investor Verification
- Verify the impact of the $33.3 million cash outflow on the Company's current liquidity position.
- Confirm the remaining balance of $31.7 million under the share repurchase program and any future authorization limits.
- Note that the $33.60 public offering price reflects the market value of the stock but did not generate capital for the Company.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific indemnification obligations and termination provisions.