Kodiak Gas Services, Inc.

Previous wording

We are a leading provider and operator of large horsepower contract compression infrastructure in the U.S., 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 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.

Current wording

Our Compression Infrastructure segment 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 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.

Previous wording

On April 1, 2026, we completed the previously announced acquisition of Distributed Power Solutions, LLC (“DPS”), a leading provider of turnkey distributed power generation solutions and behind‑the‑meter power generation solutions. Closing consideration consisted of $587.3 million of cash (including adjustments for certain additional power generation assets purchased since the transaction announcement, indebtedness and working capital) and the issuance of 2,401,278 shares of the Company’s common stock, par value $0.01 per share. For more information about the acquisition of DPS, please see the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2026. Subsequent to March 31, 2026, and in connection with the acquisition of DPS, we entered into purchase commitments totaling approximately $244.8 million for the acquisition of power generation assets. These commitments are expected to be fulfilled over a period of approximately four years and are intended to support our planned investment in expanding our power generation fleet. As these commitments were entered into after March 31, 2026, they are not reflected in the accompanying financial statements.

Current wording

On April 1, 2026, we completed the previously announced acquisition of DPS, a leading provider of turnkey distributed power generation solutions and behind‑the‑meter power generation solutions. The total consideration consisted of $587.3 million of cash, reflecting adjustments for certain additional power generation assets purchased prior to closing, indebtedness and working capital, and 2.4 million shares of the Company’s common stock, par value $0.01 per share with an estimated fair value of $139.0 million based on the Company’s closing stock price of $57.90 per share, on April 1, 2026. For more information about the acquisition of DPS, please see the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2026.

Previous wording

The following table summarizes certain horsepower, unit count and horsepower utilization percentages for our fleet for the periods presented.

Current wording

The following table summarizes certain horsepower, unit count and horsepower utilization percentages for our compression fleet for the periods presented.

Previous wording

For the three months ended March 31, 2026, fleet horsepower increased 1.2% and revenue generating horsepower increased 2.5% compared to three months ended March 31, 2025. These increases were primarily attributable to the acquisition of over 20,000 horsepower of large compression assets from a prominent oil and gas producer in the Permian Basin in March 2026. This strategic purchase enhanced our fleet’s capacity and operational efficiency. Additionally, the reduction of idle equipment during the period contributed to a more robust and productive fleet profile. These improvements were partially offset by the divestiture and retirement of certain non-core assets during the period, reflecting our ongoing commitment to fleet optimization. The 3.6% increase in revenue-generating horsepower per revenue-generating compression unit was primarily a result of deploying these new large horsepower units.

Current wording

As of June 30, 2026, fleet horsepower increased 1.7% and revenue generating horsepower increased 2.7% compared to the prior year period. These increases were driven by a combination of organic growth and strategic asset acquisition, including the acquisition of large compression assets from a prominent oil and gas producer in the Permian Basin in March 2026. This strategic purchase enhanced our fleet’s capacity and operational efficiency. Additionally, the reduction of idle equipment during the period contributed to a more robust and productive fleet profile. These improvements were partially offset by the divestiture and retirement of certain non-core assets during the period, reflecting our ongoing commitment to fleet optimization. The 4.1% increase in revenue-generating horsepower per revenue-generating compression unit was primarily a result of deploying these new large horsepower units.

Previous wording

Contract Services revenue increased $18.0 million, or 6.2%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This was primarily due to a $17.3 million increase in Contract Services revenue resulting from pricing increase and revenue-generating horsepower. This increase was partially offset by a decrease of $1.0 million related to gas treating and cooling services.

Current wording

Compression Infrastructure revenues increased $21.6 million, or 7.4%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This was primarily due to a $23.4 million increase in revenue resulting from pricing increases and an increase in revenue-generating horsepower. This increase was partially offset by a decrease of $1.8 million related to gas treating and cooling services.

Previous wording

Other Services revenue decreased $1.9 million, or 4.7%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This reduction was mainly driven by lower revenues from station construction services along with a decline in field service revenue resulting from lower demand for third-party field service work and logistics. These declines were partially offset by strong growth in shop service revenue and incremental customer-requested services and materials.

Current wording

Other Services revenue increased $13.8 million, or 47.1%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase was mainly driven by higher revenues from station construction services and incremental customer-requested services and materials, partially offset by a decline in field service revenue resulting from lower demand for third-party field service work and logistics.

Previous wording

Contract Services expenses decreased $3.0 million, or 3.2%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This was primarily due to a $1.7 million decrease in cost of parts utilized to support our operations and a $1.4 million decrease in lubricant oil and coolant costs. These decreases were partially offset by a $1.6 million increase in direct labor expenses as a result of the incremental revenue noted above.

Current wording

Compression Infrastructure operating expenses increased $1.3 million, or 1.4%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This was primarily due to a $3.6 million increase in direct labor expenses as a result of the higher revenue noted above, partially offset by a decrease in cost of parts utilized to support our operations.

Previous wording

Other Services expenses decreased $2.6 million, or 7.4%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This decrease was primarily driven by the lower Other Services revenue across our product lines as noted above.

Current wording

Other Services operating expenses increased $16.1 million, or 72.9%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase was primarily driven by the higher Other Services revenue across our product lines as noted above.

Previous wording

Depreciation and amortization decreased $1.8 million, or 2.6%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This decrease was primarily due to full depreciation of certain assets since the three months ended March 31, 2025, as well as the impact of asset sales and disposals during the current period.

Current wording

Depreciation and amortization increased $12.5 million, or 18.9%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase was primarily due to the additional depreciation and amortization on the DPS assets acquired on April 1, 2026, partially offset by the impact of asset sales and disposals during the current period.

Previous wording

Loss on sale of assets decreased $8.0 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. In the first quarter of 2025, we recognized a net loss of $2.6 million on a sale-leaseback transaction and incurred a $6.6 million loss related to the sale and write-off of certain scrapped assets, neither of which reoccurred in the first quarter of 2026 and both of which contributed to higher loss in that period.

Current wording

Loss on sale of assets decreased $3.6 million, or 55.2% during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. In the second quarter of 2025, we incurred a $6.6 million loss related to the sale and write-off of certain scrapped assets which contributed to higher loss in that period that was not repeated during the current period.

Previous wording

Interest expense increased $1.5 million, or 3.2%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by higher interest expense on our senior notes, reflecting the impact of our debt refinancing activities, including the issuance of the 2031 Senior Notes and redemption of the 2029 Senior Notes during the first quarter of 2026. This increase was partially offset by lower interest expense on our ABL Facility, reflecting reduced borrowings in the current period.

Current wording

Interest expense increased $4.3 million, or 9.4%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily driven by higher interest expense on our senior notes, reflecting the issuance of the 2031 Senior Notes during the first quarter of 2026 and the issuance of the 2033 and 2035 Senior Notes during the third quarter of 2025. This increase was partially offset by lower interest expense on our ABL Facility, reflecting reduced borrowings in the current period.

Previous wording

Selling, general and administrative expenses increased $13.9 million, or 43.0%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The majority of this increase resulted from a $10.8 million increase in professional fees, reflecting higher legal and transaction-related costs related to the DPS acquisition. Additionally, general liability insurance expenses increased $2.0 million compared to the prior year period, attributable to both higher premiums and expanded coverage requirements in the current market environment.

Current wording

Selling, general and administrative expenses increased $19.7 million or 29.2% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was due to a $10.5 million increase in professional fees, primarily related to transaction costs associated with the DPS Acquisition, a $4.9 million insurance expenses increase compared to the prior year period, attributable to both higher premiums and expanded coverage requirements in the current market environment, a $3.1 million increase in labor and benefits, and a $1.2 million increase in other selling, general, and administrative expenses.

Previous wording

We recognized a $36.5 million loss on extinguishment of debt during the three months ended March 31, 2026, primarily due to the early redemption premium of$27.2 million, thewrite-off of deferred financing costs of $7.8 million, and accrued interest of $1.5 million associated with the defeasance and early redemption of our 2029 Senior Notes following the issuance of the 2031 Senior Notes. No such loss was recognized during the three months ended March 31, 2025.

Current wording

We recognized a $36.5 million loss on extinguishment of debt during the six months ended June 30, 2026, primarily due to the early redemption premium of $27.2 million, the write-off of deferred financing costs of $7.8 million, and accrued interest of $1.5 million associated with the defeasance and early redemption of our 2029 Senior Notes following the issuance of the 2031 Senior Notes. No such loss was recognized during the six months ended June 30, 2025.

Previous wording

Income tax expense decreased by $7.8 million, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This decrease was primarily due to a decrease in pre-tax income of $20.9 million, as well as tax benefit related to the vesting of restricted stock for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Current wording

Income tax expense decreased by $0.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This was primarily due to a decrease in pre-tax income of $1.1 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

Previous wording

Our ability to fund operations, finance capital expenditures, service our debt and pay dividends depends on our operating cash flows and access to the capital and credit markets. Our primary sources of liquidity are cash flows generated from our operations and our borrowing availability under the ABL Facility. Our cash flow is affected by numerous factors, including prices and demand for our compression infrastructure assets and services, conditions in the financial markets and various other factors. We believe cash generated by operating activities will be sufficient to service our debt, fund working capital, fund our estimated capital expenditures in the short-term and long-term and, as our Board may determine from time to time in its discretion, pay dividends or repurchase shares pursuant to our Share Repurchase Program. As of March 31, 2026, we had approximately $1.6 billion of liquidity consisting of $94.4 million in cash and cash equivalents and $1.5 billion available under the ABL Facility.

Current wording

Our ability to fund operations, finance capital expenditures, service our debt and pay dividends depends on our operating cash flows and access to the capital and credit markets. Our primary sources of liquidity are cash flows generated from our operations and our borrowing availability under the ABL Facility. Our cash flow is affected by numerous factors, including prices and demand for our compression and power infrastructure assets and services, conditions in the financial markets and various other factors. We believe cash generated by operating activities will be sufficient to service our debt, fund working capital, fund our estimated capital expenditures in the short-term and long-term and, as our Board may determine from time to time in its discretion, pay dividends or repurchase shares pursuant to our Share Repurchase Program. As of June 30, 2026, we had approximately $1.7 billion of liquidity consisting of $137.6 million in cash and cash equivalents and $1.6 billion available under the ABL Facility.

Previous wording

The compression infrastructure business is capital intensive, requiring significant investment to expand, maintain and upgrade existing operations. Our capital requirements have consisted primarily of, and we anticipate that our capital requirements will continue to consist primarily of, the following:

Current wording

The compression and power infrastructure businesses are capital intensive, requiring significant investment to expand, maintain and upgrade existing operations. Our capital requirements have consisted primarily of, and we anticipate that our capital requirements will continue to consist primarily of, the following:

Previous wording

•Growth Capital Expenditures: capital expenditures made to (1) expand the operating capacity or operating income capacity of assets including, but not limited to, the acquisition of additional compression units, upgrades to existing equipment, expansion of supporting infrastructure, and implementation of new technologies, (2) maintain the operating capacity or operating income capacity of assets by acquisition of replacement compression units and their supporting infrastructure, and (3) expand the operating capacity or operating income capacity of existing assets.

Current wording

•Growth Capital Expenditures: capital expenditures made to (1) expand the operating capacity or operating income capacity of assets including, but not limited to, the acquisition of additional compression units and power generation units, balance of plant equipment, upgrades to existing equipment, expansion of supporting infrastructure, and implementation of new technologies, (2) maintain the operating capacity or operating income capacity of assets by acquisition of replacement compression units and power generation units, including their supporting infrastructure, and (3) expand the operating capacity or operating income capacity of existing assets.

Previous wording

•Maintenance Capital Expenditures: periodic capital expenditures incurred at predetermined operating intervals to maintain consistent and reliable operating capacity of our assets over the near term. Such maintenance capital expenditures typically involve overhauls of significant components of our compression units, such as the engine and compressor, pistons, rings, heads, and bearings. These maintenance capital expenditures are predictable and the majority of these expenditures are tied to a detailed, unit-by-unit schedule based on hours of operation or age. We utilize a disciplined and systematic asset management program whereby we perform major unit overhauls and engine replacements on a defined schedule based on hours of operation. As a result, our maintenance capital expenditures may vary considerably from year to year based on when such assets were added to the fleet. Maintenance capital expenditures along with regularly scheduled preventive maintenance expenses are typically sufficient to sustain the operating capacity of our assets over the full expected useful life of the compression units. Maintenance capital expenditures do not include expenditures to replace compression units when they reach the end of their useful lives.

Current wording

•Maintenance Capital Expenditures: periodic capital expenditures incurred at predetermined operating intervals to maintain consistent and reliable operating capacity of our assets over the near term. Such maintenance capital expenditures typically involve overhauls of significant components of our compression units, such as the engine and compressor, pistons, rings, heads, and bearings, and overhauls of significant components of our power generation units, such as blade repair/replacement, rotor refurbishment and bearing replacement. These maintenance capital expenditures are predictable and the majority of these expenditures are tied to a detailed, unit-by-unit schedule based on hours of operation or age. We utilize a disciplined and systematic asset management program whereby we perform major unit overhauls and engine replacements on a defined schedule based on hours of operation. As a result, our maintenance capital expenditures may vary considerably from year to year based on when such assets were added to the fleet. Maintenance capital expenditures along with regularly scheduled preventive maintenance expenses are typically sufficient to sustain the operating capacity of our assets over the full expected useful life of the compression units and power generation units. Maintenance capital expenditures do not include expenditures to replace compression units and power generation units when they reach the end of their useful lives.

Previous wording

The majority of our growth capital expenditures are related to the acquisition cost of new compression units. Maintenance capital expenditures are related to overhauls of significant components of our compression equipment, such as the engine and compressor, which return the components to a like-new condition without modifying the application for which the compression equipment was designed.

Current wording

The majority of our growth capital expenditures are related to the acquisition cost of new compression units and power generation units. Maintenance capital expenditures are related to overhauls of significant components of our compression and power generation equipment, such as the engine, compressors and turbines, which return the components to a like-new condition without modifying the application for which the compression and power generation equipment was designed.

Previous wording

For the three months ended March 31, 2026, growth capital expenditures were $85.6 million, other capital expenditures were $7.5 million, and maintenance capital expenditures were $17.8 million as compared to growth capital expenditures of $56.0 million, other capital expenditures of $22.3 million, and maintenance capital expenditures of $16.4 million for the three months ended March 31, 2025. The increase in growth capital expenditures was primarily driven by a $24.0 million purchase of used assets, reflecting an opportunistic purchase of compression equipment to accelerate fleet growth and meet strong customer demand, as well as an $18.0 million investment in power generation infrastructure to support our recently acquired power distribution business. The decrease in other capital expenditures was attributable to the completion of our engine conversion program, a multi-year fleet upgrade initiative that was substantially finished during fiscal year 2025.

Current wording

For the six months ended June 30, 2026, growth capital expenditures were $286.7 million, other capital expenditures were $61.2 million, and maintenance capital expenditures were $37.7 million as compared to growth capital expenditures of $93.9 million, other capital expenditures of $38.7 million, and maintenance capital expenditures of $34.0 million for the six months ended June 30, 2025. The increase in growth capital expenditures was primarily driven by the April 1, 2026 acquisition of DPS. In addition, a $24.0 million purchase of used assets, reflecting an opportunistic purchase of compression equipment in place with a customer, to accelerate fleet growth and meet strong customer demand, as well as an $18.0 million investment in power generation infrastructure to support our recently acquired power business. The decrease in other capital expenditures was attributable to the completion of our engine conversion program, a multi-year fleet upgrade initiative that was substantially finished during fiscal year 2025. Maintenance capital expenditures remain disciplined, with only a modest increase despite the continued expansion of our fleet.

Previous wording

Subsequent to the quarter end, on May 7, 2026, the Company’s Board declared a cash dividend of $0.49 per share for the quarter ended March 31, 2026, which is payable on May 28, 2026, to shareholders of record as of the close of business on May 18, 2026. In conjunction with the Common Stock Dividend, Kodiak Services declared a distribution on its units of $0.49 per unit payable on May 28, 2026 to all unitholders of record of Kodiak Services as of the close of business on May 18, 2026. The declaration and payment of future dividends will be at the discretion of the Board and will depend on the factors discussed above.

Current wording

Subsequent to the quarter end, on August 5, 2026, the Company’s Board declared a cash dividend of $0.49 per share for the quarter ended June 30, 2026, which is payable on August 27, 2026, to shareholders of record as of the close of business on August 17, 2026. In conjunction with the Common Stock Dividend, Kodiak Services declared a distribution on its units of $0.49 per unit payable on August 27, 2026 to all unit holders of record of Kodiak Services as of the close of business on August 17, 2026. The declaration and payment of future dividends will be at the discretion of the Board and will depend on the factors discussed above.

Previous wording

Over the long-term, we expect to fund any dividends and our budgeted growth capital expenditures using our Discretionary Cash Flow. In the event our Discretionary Cash Flow is insufficient to fund any such dividends and our budgeted growth capital expenditures for such period, we may fund our dividend or budgeted growth expenditures (i) with additional borrowings under our ABL Facility (subject to the requirement that our availability, in the case of dividends, under the ABL Facility calculated on a pro forma basis after giving effect to the payment of a dividend, is not less than $100,000,000) or (ii) by reducing our growth capital expenditures. Any additional borrowings under our ABL Facility may result in an increase in our interest expense and any such reduction in our growth capital expenditures may result in lower growth in our revenue-generating horsepower in future periods. As of March 31, 2026, we had $1.5 billion available under our ABL Facility.

Current wording

Over the long-term, we expect to fund any dividends and our budgeted growth capital expenditures using our Discretionary Cash Flow. In the event our Discretionary Cash Flow is insufficient to fund any such dividends and our budgeted growth capital expenditures for such period, we may fund our dividend or budgeted growth expenditures (i) with additional borrowings under our ABL Facility (subject to the requirement that our availability, in the case of dividends, under the ABL Facility calculated on a pro forma basis after giving effect to the payment of a dividend, is not less than $100,000,000) or (ii) by reducing our growth capital expenditures. Any additional borrowings under our ABL Facility may result in an increase in our interest expense and any such reduction in our growth capital expenditures may result in lower growth in our revenue-generating horsepower in future periods. As of June 30, 2026, we had $1.6 billion available under our ABL Facility.

Previous wording

•Long-term debt of $2.8 billion, of which $449.9 million matures in 2030, $1.0 billion matures in 2031, $770.0 million matures in 2033, and $630.0 million matures in 2035.

Current wording

•Long-term debt of $2.8 billion, of which $380.9 million matures in 2030, $1.0 billion matures in 2031, $770.0 million matures in 2033, and $630.0 million matures in 2035.

Previous wording

•Purchase commitments of $276.4 million, of which $241.9 million is expected to be settled within the next twelve months; primarily consisting of future commitments to purchase new compression and power generation units that have been ordered but not yet received. See Note 12. Commitments and Contingencies to the condensed consolidated financial statements included in this Report.

Current wording

•Purchase commitments of $2.5 billion, of which $587.9 million is expected to be settled within the next twelve months; primarily consisting of future commitments to purchase new compression and power generation units that have been ordered but not yet received. See Note 13. Commitments and Contingencies to the condensed consolidated financial statements included in this Report.

Previous wording

As of March 31, 2026, other commitments include future operating and finance lease payments totaling $77.5 million.

Current wording

As of June 30, 2026, other commitments include future operating and finance lease payments totaling $147.6 million.

Previous wording

The $43.1 million decrease in net cash provided by operating activities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily driven by unfavorable changes in working capital items, particularly an increase in accounts receivable related to strong revenue growth and timing of customer collections. Working capital items used cash of $69.1 million during the three months ended March 31, 2026 compared to the use of cash of $18.7 million during the three months ended March 31, 2025. This was partially offset by the $36.5 million non-cash add-back for the loss on extinguishment of debt associated with our strategic debt refinancing activities completed during the quarter.

Current wording

The $120.9 million decrease in net cash provided by operating activities for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily driven by unfavorable changes in working capital items, particularly an increase in accounts receivable related to strong revenue growth and timing of customer collections. Working capital items used cash of $154.6 million during the six months ended June 30, 2026 compared to the use of cash of $19.8 million during the six months ended June 30, 2025. This was partially offset by the $36.5 million non-cash add-back for the loss on extinguishment of debt associated with our strategic debt refinancing activities completed during the quarter.

Previous wording

The $46.7 million increase in net cash used in investing activities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily due to a $40.8 million increase in cash used for capital expenditures, net of accrued capital expenditures. This was partially offset by a $5.9 million decrease in cash provided by proceeds on sale of assets.

Current wording

Net cash used in investing activities increased $744.4 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was driven mainly by $576.0 million in cash paid for the DPS Acquisition, net of cash acquired, as well as a $158.4 million increase in cash used for capital expenditures, net of accrued capital expenditures.

Previous wording

Net cash provided by financing activities of $134.9 million increased $183.9 million during the three months ended March 31, 2026, compared to cash used for financing activities of $49.0 million during the three months ended March 31, 2025. Cash provided by financing activities during three months ended March 31, 2026 was primarily the result of our strategic debt refinancing activities completed during the quarter, which resulted in net proceeds of approximately $193.2 million. These net proceeds, combined with lower share repurchase activity, more than offset the $42.6 million in dividend payments and $15.0 million tax-related outflows associated with equity compensation vesting.

Current wording

Net cash provided by financing activities of $850.7 million increased $998.9 million during the six months ended June 30, 2026, compared to cash used for financing activities of $148.3 million during the six months ended June 30, 2025. Cash provided by financing activities during six months ended June 30, 2026 was primarily the result of the issuance of common stock, which generated net proceeds of $836.1 million after offering costs as well as strategic debt refinancing activities, which resulted in net proceeds of approximately $122.8 million. These net proceeds more than offset the $92.6 million in dividend payments and $14.2 million tax-related outflows associated with equity compensation vesting.

Previous wording

Cash used for financing activities of $49.0 million during the three months ended March 31, 2025 was primarily the result of $36.4 million of dividends paid to stockholders, $10.0 million of share repurchases, $2.8 million of cash paid for shares withheld to cover taxes, $2.0 million of cash paid on principal payments of other borrowings, $0.7 million of cash paid on principal payments of finance leases, and $0.4 million of distributions to noncontrolling interest. This was offset by $3.3 million of net cash provided by borrowings.

Current wording

Cash used for financing activities of $148.3 million during the six months ended June 30, 2025 was primarily the result of $76.6 million of dividends paid to stockholders, $20.0 million of share repurchases, $3.3 million of cash paid for shares withheld to cover taxes, $3.5 million of cash paid on principal payments of other borrowings, $1.5 million of cash paid on principal payments of finance leases, and $0.7 million of distributions to noncontrolling interest. This was offset by $43.2 million of net cash provided by borrowings.

Previous wording

On April 2, 2026, Kodiak and Kodiak Services entered into the Fifth Amendment to the Fourth Amended and Restated Credit Agreement (“Fifth Amendment”) with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended or restated from time to time, the “ABL Credit Agreement” or “ABL Facility”), which amends the Fourth Amended and Restated Credit Agreement dated as of March 22, 2023. The Fifth Amendment, among other things, modifies the calculation of the leverage ratio. Through June 30, 2026, the Fifth Amendment allows Kodiak Services to deduct from its total indebtedness the net proceeds from the issuance of the 2031 Senior Notes, in addition to the existing $50,000,000 cash netting cap, so long as such proceeds remain as unrestricted cash or cash equivalents.

Current wording

On April 2, 2026, Kodiak and Kodiak Services entered into the Fifth Amendment to the Fourth Amended and Restated Credit Agreement (“Fifth Amendment”) with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended or restated from time to time, the “ABL Credit Agreement” or “ABL Facility”), which amends the Fourth Amended and Restated Credit Agreement dated as of March 22, 2023. The Fifth Amendment, among other things, modifies the calculation of the leverage ratio. Through June 30, 2026, the Fifth Amendment allows Kodiak Services to deduct from its total indebtedness the net proceeds from the issuance of the 2031 Senior Notes, in addition to the existing $50.0 million cash netting cap, so long as such proceeds remain as unrestricted cash or cash equivalents.

Previous wording

The ABL Facility is a revolving credit arrangement with a lockbox feature, where customer payments may be sent to a bank account managed by the agent and used to pay down borrowings if availability drops below $100 million for five consecutive business days. As of March 31, 2026, and December 31, 2025, availability exceeded this threshold, so the balance was classified as long-term in accordance with its maturity.

Current wording

The ABL Facility is a revolving credit arrangement with a lockbox feature, where customer payments may be sent to a bank account managed by the agent and used to pay down borrowings if availability drops below $100.0 million for five consecutive business days. As of June 30, 2026, and December 31, 2025, availability exceeded this threshold, so the balance was classified as long-term in accordance with its maturity.

Previous wording

Interest on the outstanding borrowings under the ABL Facility is payable monthly and accrues based on variable rates of the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate ranging from 1.75% to 2.50% or prime rate plus an applicable rate ranging from 0.75% to 1.50% depending on the leverage ratio as of the most recently ended quarter. As of March 31, 2026, and December 31, 2025, the weighted average interest rate on the ABL Facility was 5.67% and 5.72%, respectively, excluding the effect of the interest rate swap. The Company pays an annualized commitment fee of 0.25% on the unused portion of its ABL Facility.

Current wording

Interest on the outstanding borrowings under the ABL Facility is payable monthly and accrues based on variable rates of the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate ranging from 1.75% to 2.50% or prime rate plus an applicable rate ranging from 0.75% to 1.50% depending on the leverage ratio as of the most recently ended quarter. As of June 30, 2026, and December 31, 2025, the weighted average interest rate on the ABL Facility was 6.03% and 5.72%, respectively, excluding the effect of the interest rate swap. The Company pays an annualized commitment fee of 0.25% on the unused portion of its ABL Facility.

Previous wording

The ABL Facility provides for commitments totaling $2.0 billion and a maturity date of September 5, 2030. As of March 31, 2026, $1.4 million in letters of credit were outstanding. As of March 31, 2026, borrowings under our ABL Facility totaled $449.9 million.

Current wording

The ABL Facility provides for commitments totaling $2.0 billion and a maturity date of September 5, 2030. As of June 30, 2026, $14.6 million in letters of credit were outstanding. As of June 30, 2026, borrowings under our ABL Facility totaled $380.9 million.

Previous wording

The Defeasance required a cash outlay of $785.5 million, which was irrevocably deposited with the trustee to fund interest payments on the 2029 Senior Notes through April 10, 2026, when the 2029 Senior Notes were redeemed at a premium, as well as fund the redemption of the 2029 Senior Notes in full. As a result of the Defeasance, the Company recognized a loss on early extinguishment of debt of$36.5 million for thethree months ended March 31, 2026, which primarily represents the early redemption premium of$27.2 million, thewrite-off of deferred financing costs of $7.8 million, and accrued interest of $1.5 million.

Current wording

The Defeasance required a cash outlay of $785.5 million, which was irrevocably deposited with the trustee to fund interest payments on the 2029 Senior Notes through April 10, 2026, when the 2029 Senior Notes were redeemed at a premium, as well as fund the redemption of the 2029 Senior Notes in full. As a result of the Defeasance, the Company recognized a loss on early extinguishment of debt of$36.5 million for thesix months ended June 30, 2026, which primarily represents the early redemption premium of$27.2 million, thewrite-off of deferred financing costs of $7.8 million, and accrued interest of $1.5 million.

Previous wording

On March 20, 2026, Kodiak Services issued $1.0 billion in aggregate principal amount of 5.875% senior unsecured notes due 2031 (the “2031 Senior Notes”). The net proceeds from the 2031 Senior Notes were used by the Company to redeem all of Kodiak Services’ outstanding 7.25% Senior Notes due 2029 at a redemption price equal to 103.625% of the $750.0 million aggregate principal amount, plus accrued and unpaid interest, if any.

Current wording

On March 20, 2026, Kodiak Services issued $1.0 billion in aggregate principal amount of 5.875% senior unsecured notes due 2031 (the “2031 Senior Notes”). A portion of the net proceeds from the 2031 Senior Notes were used by the Company to redeem all of Kodiak Services’ outstanding 7.25% Senior Notes due 2029 at a redemption price equal to 103.625% of the $750.0 million aggregate principal amount, plus accrued and unpaid interest, if any.

Previous wording

Adjusted gross margin and adjusted gross margin percentage are considered non-GAAP financial measures. We define adjusted gross margin as revenue less cost of operations, exclusive of depreciation and amortization expense. We define adjusted gross margin percentage as adjusted gross margin divided by total revenues. We believe that adjusted gross margin is useful as a supplemental measure of our operating profitability. Adjusted gross margin is impacted primarily by the pricing trends for service operations and cost of operations, including labor rates for service technicians, volume and per compression unit costs for lubricant oils and coolants, quantity and pricing of routine preventative maintenance on compression units and property tax rates on compression units. Adjusted gross margin should not be considered an alternative to, or more meaningful than, gross margin or any other measure of financial performance presented in accordance with GAAP. Moreover, adjusted gross margin as presented may not be comparable to similarly titled measures of other companies. Because we capitalize assets, depreciation and amortization of equipment is a necessary element of our costs. To compensate for the limitations of adjusted gross margin as a measure of our performance, we believe that it is important to consider gross margin determined under GAAP, as well as adjusted gross margin, to evaluate our operating profitability.

Current wording

Adjusted gross margin and adjusted gross margin percentage are considered non-GAAP financial measures. We define adjusted gross margin as revenue less cost of operations, exclusive of depreciation and amortization expense. We define adjusted gross margin percentage as adjusted gross margin divided by total revenues. We believe that adjusted gross margin is useful as a supplemental measure of our operating profitability. Adjusted gross margin is impacted primarily by the pricing trends for service operations and cost of operations, including labor rates for service technicians, volume and per unit costs for lubricant oils, coolants and other fluids, quantity and pricing of routine preventative maintenance on compression and power generation units and property tax rates on compression and power generation units. Adjusted gross margin should not be considered an alternative to, or more meaningful than, gross margin or any other measure of financial performance presented in accordance with GAAP. Moreover, adjusted gross margin as presented may not be comparable to similarly titled measures of other companies. Because we capitalize assets, depreciation and amortization of equipment is a necessary element of our costs. To compensate for the limitations of adjusted gross margin as a measure of our performance, we believe that it is important to consider gross margin determined under GAAP, as well as adjusted gross margin, to evaluate our operating profitability.

Previous wording

Given we are a capital-intensive business, depreciation, impairment of compression equipment and the interest cost of acquiring compression equipment are necessary elements of our costs. To compensate for these items, we believe that it is important to consider both net income (loss) and net cash provided by operating activities determined under GAAP, as well as adjusted EBITDA and adjusted EBITDA percentage, to evaluate our financial performance and our liquidity. Our adjusted EBITDA and adjusted EBITDA percentage exclude some, but not all, items that affect net income (loss) and net cash provided by operating activities, and these measures may vary among companies. Management compensates for the limitations of adjusted EBITDA and adjusted EBITDA percentage as an analytical tool by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating this knowledge into management’s decision-making processes.

Current wording

Given we are a capital-intensive business, depreciation, impairment of compression and power generation equipment and the interest cost of acquiring this equipment are necessary elements of our costs. To compensate for these items, we believe that it is important to consider both net income (loss) and net cash provided by operating activities determined under GAAP, as well as adjusted EBITDA and adjusted EBITDA percentage, to evaluate our financial performance and our liquidity. Our adjusted EBITDA and adjusted EBITDA percentage exclude some, but not all, items that affect net income (loss) and net cash provided by operating activities, and these measures may vary among companies. Management compensates for the limitations of adjusted EBITDA and adjusted EBITDA percentage as an analytical tool by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating this knowledge into management’s decision-making processes.