Kodiak Gas Services, Inc.

This Annual Report 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. Examples of forward-looking statements include, among others, statements we make regarding:

•Expected operating results, such as revenue growth and earnings, including the integration of acquired businesses into our operations, and our ability to service our indebtedness;

•Anticipated levels of capital expenditures and uses of capital;

•Current or future volatility in the credit markets and future market conditions;

•Potential or pending acquisition transactions or other strategic transactions, including the pending acquisition of DPS, the timing thereof, the receipt of necessary approvals to close such acquisitions, our ability to finance such acquisitions, and our ability to achieve the intended operational, financial, and strategic benefits from any such transactions;

•Expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings;

•Production and capacity forecasts for the natural gas and oil industry;

•Strategy for customer retention, growth, fleet maintenance, market position and financial results;

•Our interest rate hedges; and

•Strategy for risk management.

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. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

•A reduction in the demand for natural gas and oil;

•The loss of, or the deterioration of the financial condition of, any of our key customers;

•Nonpayment and nonperformance by our customers, suppliers or vendors;

•Competitive pressures that may cause us to lose market share;

•Our ability to successfully integrate any acquired businesses, including DPS, if acquired, and realize the expected benefits thereof in the expected timeframe or at all;

•Our ability to fund purchases of additional compression equipment;

•A deterioration in general economic, business, geopolitical or industry conditions, including as a result of the conflict between Russia and Ukraine, hostilities in the Middle East and developments between the United States and Venezuela, inflation, and slow economic growth in the United States;

•A downturn in the economic environment, as well as continued inflationary pressures;

•The outcome of any pending internal review or any future related government enforcement actions;

•Tax legislation and the impact of changes to applicable tax laws, including the passage of the One Big Beautiful Bill Act (“OBBBA”), and administrative initiatives or challenges to our tax positions;

•The loss of key management, operational personnel or qualified technical personnel;

•Our dependence on a limited number of suppliers;

•The cost of compliance with existing and new governmental regulations, including climate change legislation, and associated uncertainty given the current U.S. federal government administration;

•Changes in trade policies and regulations, including increases or changes in duties, current and potentially new tariffs or quotas and other similar measures, as well as the potential direct and indirect impact of retaliatory tariffs and other actions;

•The cost of compliance with regulatory initiatives and stakeholders' pressures, including sustainability and corporate responsibility;

•The inherent risks associated with our operations, such as equipment defects and malfunctions;

•Our reliance on third-party components for use in our information technology (“IT”) systems;

•Legal and reputational risks and expenses relating to the privacy, use and security of employee and client information;

•Threats of cyber-attacks or terrorism;

•Agreements that govern our debt contain features that may limit our ability to operate our business and fund future growth and also increase our exposure to risk during adverse economic conditions;

•Volatile and/or elevated interest rates and associated central bank policy actions;

•Our ability to access the capital and credit markets or borrow on affordable terms (or at all) to obtain additional capital that we may require;

•Major natural disasters, severe weather events or other similar events that could disrupt operations;

•Unionization of our labor force, labor interruptions and new or amended labor regulations;

•Renewal of insurance;

•The effectiveness of our disclosure controls and procedures; and

•Such other factors as discussed throughout the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Annual Report.

Any forward-looking statement made by us in this Annual Report 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.

SUMMARY RISK FACTORS

•A long-term reduction in the demand for, or production of, natural gas or oil could adversely affect the demand for Kodiak’s business and services or the prices Kodiak charges, which could result in a decrease in revenues.

•The loss of one or more of Kodiak’s key customers and/or the deterioration of the financial condition of any of its customers would result in a decrease in Kodiak’s revenues and could adversely affect its financial results.

•Kodiak may have difficulty in completing the acquisition of Distributed Power Solutions, LLC, in successfully integrating it and/or in achieving the expected growth, cost savings and/or synergies from such acquisition.

•Kodiak faces competition that may cause it to lose market share and have an adverse effect on its financial condition.

•Kodiak’s customers may choose to vertically integrate which may have an adverse effect on Kodiak’s business.

•After the primary term of Kodiak’s contracts, such contracts are cancellable on 30 to 90 days’ notice, and Kodiak cannot be sure that such contracts will be extended or renewed after the end of the initial contractual term.

•The majority of Kodiak’s operations are located in the Permian Basin and Eagle Ford Shale, making Kodiak vulnerable to risks associated with operating in limited geographies, which could have an impact on its revenues.

•Kodiak may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that Kodiak may require, which could have a material adverse effect on its business.

•Kodiak’s fleet may require additional expenses to maintain, which could adversely impact its financial results.

•Impairment in the carrying value of long-lived assets, could reduce Kodiak’s earnings.

•Kodiak has in the past been, and may in the future be, subject to sales tax audits in jurisdictions where Kodiak operates. As a result, Kodiak may incur material unanticipated sales tax liabilities.

•Kodiak might be unable to employ or retain qualified technical personnel, which could hamper its present operations, limit its ability to grow or increase its costs.

•Any unionization efforts or labor regulation changes could divert management’s attention and could have a materially adverse effect on Kodiak’s operating results or limit Kodiak’s operational flexibility.

•Kodiak depends on a limited number of suppliers, and, Kodiak is vulnerable to product shortages, long lead times and price increases, which could have a negative impact on Kodiak’s results of operations

•Kodiak’s operations entail risks that may result in interruption of Kodiak’s operations and/or substantial liability.

•If Kodiak does not satisfy its mechanical availability guarantee, a customer may terminate its contracts.

Risks Related to Regulatory Matters

•Kodiak’s operations are subject to stringent regulations and changing expectations of other stakeholders, and changes in these regulations and/or expectations could increase Kodiak’s costs or liabilities.

•New regulations, proposed regulations and proposed modifications to existing regulations under The Clean Air Act (“CAA”), could result in increased compliance costs and changes in customers’ demand and desired suppliers.

•A climate-related decrease in demand for natural gas and oil could negatively affect Kodiak’s business.

•Kodiak’s business is subject to climate-related transitional risks, including legislation, regulatory initiatives and stakeholder pressures, which could result in increased operating expenses, financial risks and reduction in demand for Kodiak’s services.

•Kodiak’s financial results could be significantly impacted by uncertainty in U.S. trade policy, including uncertainty surrounding changes in tariffs, trade agreements or other trade restrictions.

•Regulatory initiatives relating to the protection of endangered or threatened species in the United States could have an adverse impact on Kodiak’s and its customers’ ability to expand operations.

Risks Related to Intellectual Property, Information Technology and Cybersecurity

•Kodiak may be sued for infringement, misappropriation, dilution or other violation of their intellectual property or proprietary rights, any of which could adversely affect Kodiak’s business and results of operations.

•Kodiak’s reliance on third-party components for its IT systems could disrupt its business.

•Kodiak is subject to legal and reputational risks and expenses relating to the privacy, use and security of employee and customer information, which could negatively affect Kodiak’s business.

•Kodiak has experienced cybersecurity incidents or IT system disruptions in the past, and cybersecurity breaches or IT system disruptions may adversely affect Kodiak’s business in the future.

•Kodiak’s ability to manage its business and monitor its results is highly dependent upon information and communication systems, and a failure of these systems or its enterprise resource planning (“ERP”) system could disrupt its business and any intended benefits related to ERP system projects may be negligible or nonexistent.

Risks Related to Kodiak’s Indebtedness

•Kodiak’s indebtedness could affect its financial condition and impair Kodiak’s ability to operate its business.

•Kodiak may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy its obligations under its indebtedness, which may not be successful.

•The terms of the ABL Credit Agreement and the indentures governing Kodiak’s senior notes may restrict Kodiak’s current and future operations, particularly Kodiak’s ability to respond to changes or to take certain actions.

Risks Related to Owning Kodiak Common Stock

•The Kodiak Charter and Kodiak Bylaws contain provisions that could delay, discourage or prevent a takeover attempt even if a takeover might be beneficial to Kodiak’s stockholders, and such provisions may adversely affect the market price of Kodiak Common Stock.

•Kodiak cannot assure you that it will be able to pay dividends on the Kodiak Common Stock.

General Risks

•A financial crisis or deterioration in general economic, business or industry conditions could materially adversely affect Kodiak’s results of operations, financial condition and ability to pay dividends on Kodiak Common Stock.

•Inflation may adversely affect Kodiak by increasing costs beyond what it can recover through price increases and limit its ability to enter into future traditional debt financing.