Kodiak Gas Services, Inc.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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Dec 31, 2025 · Filed Mar 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registrant¨
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to § 240.14a-12 |
| KODIAK GAS SERVICES, INC. | |
| (Name of Registrant as Specified in its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| þ | No fee required. |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING &
2026 PROXY STATEMENT
| Notice of 2026 Annual Meeting of Shareholders | |||
|---|---|---|---|
| AGENDA | |||
| 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY:www.proxypush.com/KGSDATE AND TIME:May 7, 20269:30 am Central Daylight Time | |||
| 1 | Election of three director nominees identified in the accompanying Proxy Statement to serve as Class III directors until the 2029 annual meeting and until their successors are duly elected and qualified; | ||
| 2 | Advisory, non-binding vote to approve the compensation of the Company’s Named Executive Officers for 2025; | ||
| 3 | Advisory, non-binding vote on the frequency of future advisory votes to approve the compensation of the Company’s Named Executive Officers; | ||
| Who may vote:Shareholders of record at the close of business on March 9, 2026, will be entitled to notice of and to vote during the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournments or postponements thereof.How to attend:To be admitted to the Annual Meeting, you must register in advance at www.proxydocs.com/KGS by using the voting control number found on your proxy card. Upon completing your registration, you will receive further instructions via e-mail, including a unique link that will allow you access to the meeting. You will not be able to attend the Annual Meeting in person. The Woodlands, TexasMarch 27, 2026By Order of the Board of DirectorsJennifer LeGrand HowardExecutive Vice President, General Counsel,Chief Compliance Officer and Corporate Secretary | 4 | A proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to phase in declassification of the Board; | |
| 5 | A proposal to amend the Charter to eliminate certain supermajority voting requirements and other obsolete provisions; | ||
| 6 | Ratification of the appointment of BDO USA, P.C. as Kodiak’s independent registered public accounting firm for fiscal year 2026; and | ||
| 7 | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. | ||
| VOTING METHODS AVAILABLE TO YOU | |||
| The InternetVisit the website shown on the proxy card (www.proxypush.com/KGS) and follow the instructions at that website at any time prior to 11:59 pm Eastern Daylight Time on May 6, 2026; | |||
| By TelephoneWithin the United States (U.S.) or Canada, call the toll-free number shown on the proxy card and follow the instructions at any time prior to 11:59 pm Eastern Daylight Time on May 6, 2026; | |||
| By Mail If you receive a paper copy of the proxy materials, complete, sign and date the proxy card and return the proxy card in the prepaid envelope. Your proxy card must be received by the Company before the voting polls close during the Annual Meeting; or | |||
| During the MeetingIf you are a shareholder of record on the record date, you may vote online during the Annual Meeting via the internet at www.proxydocs.com/KGS. | |||
Beginning on or about March 27, 2026, the Company mailed our Notice of Annual Meeting of Shareholders, Proxy Statement and form proxy card for the Annual Meeting and our Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s Proxy Statement and 2025 Annual Report are available at www.proxydocs.com/KGS.
Dear Stockholder,
2025 was an exceptional and transformative year for Kodiak. We delivered record financial and operational performance, strengthened our balance sheet, advanced key technology initiatives and positioned the company for durable long‑term growth. These achievements reflect the resilience of our business model, the dedication of our employees and Kodiak’s essential role in supporting North America’s growing natural gas infrastructure.
We executed against our strategic priorities with discipline—high‑grading our fleet, enhancing operational efficiency through technology and returning capital to shareholders. As a result, we:
Achieved record financial results with $1.3 billion in revenue, a 13% increase compared to 2024 and $715 million in adjusted EBITDA, up 17% year‑over‑year.
Reached 97.7% fleet utilization through our continued focus on large‑horsepower compression.
Completed the divestiture of all remaining international operations, transitioning fully to a U.S.‑based footprint.
Returned $263 million to shareholders through dividends and share repurchases, including two dividend increases in 2025.
Strengthened the balance sheet by reducing our leverage ratio and improving liquidity through long‑term refinancing activities.
Additionally, we made meaningful advances in technology and in developing our people. In 2025, we expanded the use of AI‑enabled tools that improve reliability, lower maintenance costs and enhance technician efficiency through predictive insights and real‑time field support. We also broke ground on a new training facility in the Permian Basin that we believe will allow us to train and develop our highly skilled workforce.
We remain confident in the long‑term fundamentals supporting natural gas production growth and the corresponding need for reliable, large‑horsepower compression. These dynamics reinforce Kodiak’s critical role in enabling the safe and reliable production and transportation of natural gas and oil to fuel economic progress.
In early 2026, we announced an agreement to acquire Distributed Power Solutions, LLC—a strategic expansion into distributed power generation that complements our compression platform and aligns with the rapid growth in power demand driven by artificial intelligence.
I am deeply proud of our employees for their commitment to safety, operational excellence and customer service. Their efforts made 2025 the most successful year in our company’s history. Thank you for your continued investment in and support of Kodiak. We look forward to building on this momentum in 2026 and beyond.
Sincerely,
President and Chief Executive Officer,
Kodiak Gas Services, Inc.
GENERAL INFORMATION
Our Business
Kodiak Gas Services, Inc. (“Kodiak”, the “Company”, “we”, or “us”) is a leading provider and operator of large horsepower contract compression infrastructure in the United States, supporting the critical movement and processing of natural gas across key production regions. Our Contract Services and related services are critical to our customers’ ability to reliably produce, gather and transport natural gas and oil. We are a market leader in the Permian Basin, which is the largest producing natural gas and oil basin in the U.S. We operate our large horsepower compression units primarily under fixed-revenue contracts with many blue-chip upstream and midstream customers. Our compression assets have long useful lives consistent with the expected production lives of the key regions where we operate. We believe our customer-centric business model positions us as the preferred contract compression operator for our customers and creates long-standing relationships. We strategically invest in the training, development, and retention of our highly skilled and dedicated employees and believe their expertise and commitment to excellence enhances and differentiates our business model. Furthermore, we maintain an intense focus on being one of the most sustainable and responsible operators of contract compression infrastructure. Our compression operations are critical to our customers’ ability to reliably produce and transport natural gas and oil to support growing global energy demand.
2025 Financial and Operating Highlights
| 450 basis point increase in gross margin percentage in key Contract Service segments to 45.0% | 270 basis point increase in adjusted gross margin percentage(1) in key Contract Services segment to 68.4% | 62%increase in net income | 51%increase in adjusted net income(1) | $263 millionreturned to shareholders in dividends and share repurchases |
|---|---|---|---|---|
| 3.5xcredit agreement leverage ratio at year-end(2) | 97.7%fleet utilization, a 120 basis point increase | |||
(1)Adjusted net income and adjusted gross margin percentage are not financial measures prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and other operating metrics and reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Additional Information — Reconciliations of Non-GAAP to GAAP Financial Reconciliations” in this Proxy Statement.
(2)Our credit agreement leverage ratio is not a financial measure prepared in accordance with GAAP. Our credit agreement leverage ratio is calculated pursuant to our credit agreement and is based on the ratio of (a) an amount equal to (i) Total Indebtedness minus (ii) the lesser of (A) unrestricted cash and certain cash equivalents and (B) $50.0 million to (b) EBITDA, each as defined in the credit agreement.
Strategic
Invested in AI and machine learning technologies, including mobile tools for our technicians and remote monitoring capabilities for our compression fleet, designed to drive operational efficiencies and enhance our value proposition to our customers.
Divested all international assets to focus exclusively on U.S. operations.
Implemented new ERP system designed to increase enterprise visibility with real-time financial and operational information.
Operational
Achieved industry-leading compression fleet utilization rate.
Placed approximately 150,000 new compression horsepower into service, ~40% of which was electric motor driven.
Maintained focus on safety performance, achieving a total recordable incident rate (“TRIR”) in 2025 of .46.
Financial
Paid $159 million in dividends representing a 19% year-over-year increase.
Repurchased $104 million of stock at an average price of $34.02.
Refinanced $1.4 billion in debt, extending the weighted average maturity of the Company’s debt.
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