AI Earnings Predictions for Kodiak Gas Services Inc. (KGS)

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8-K

false 0001767042 0001767042 2026-03-11 2026-03-11

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): March 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 Dr., 19th Floor The Woodlands, Texas

77380

(Address of principal executive offices)

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

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 13e-4(c) 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(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 (§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.  ☐

EXPLANATORY NOTE

On February 5, 2026, Kodiak Gas Services, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Signing 8-K”) with the Securities and Exchange Commission to report under Item 2.01 thereof the execution by the Company of a Membership Interest Purchase Agreement, dated as of February 5, 2026 (the “Purchase Agreement”), by and among the Company and Kodiak Gas Services, LLC, an indirect, wholly owned subsidiary of the Company (the “Buyer”), Mustang PRS, LLC (“Mustang”), Louisiana Machinery Company, L.L.C. (“LMC” and, together with Mustang, each a “Seller” and collectively, the “Sellers”) and Distributed Power Solutions, LLC, a Texas limited liability company (“DPS”), pursuant to which the Buyer agreed to purchase all of the issued and outstanding membership interests in DPS from the Sellers (such transaction, the “Acquisition”). We are filing this Current Report on Form 8-K (this “Current Report”) prior to the closing of the Acquisition in connection with the Notes Offering (as defined and described below) to include (i) the historical financial statements of DPS as of and for the year ended December 31, 2025, and (ii) our unaudited pro forma combined financial information giving effect to the Acquisition. The pro forma financial information included in this report has been presented for informational purposes only. It does not purport to represent the actual results of operations that we and DPS would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve. Completion of the Acquisition is subject to the satisfaction or waiver of certain customary closing conditions as set forth in the Purchase Agreement, including, among others, the absence of legal restraints preventing the consummation of the Acquisition; the accuracy of the representations and warranties contained in the Purchase Agreement (subject to certain qualifications); and the performance by the parties of their respective obligations under the Purchase Agreement in all material respects. No assurance can be given that the Acquisition will be completed on the timeline currently contemplated or at all.

Item 2.02. Results of Operations and Financial Condition.

This Current Report provides (i) pro forma statement of operations of Kodiak for the year ended December 31, 2025, giving effect to the Acquisition as if such transaction had been consummated on January 1, 2025 and (ii) a pro forma balance sheet of Kodiak as of December 31, 2025, giving effect to the Acquisition as if such transaction had been consummated on December 31, 2025, as each such pro forma financial statement is described in Item 8.01 below and which are incorporated into this Item 2.02 by reference. The information contained in this Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the S