Kodiak Gas Services, Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
KGS$44.67+7.2%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001767042-26-000055
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001767042-26-000079
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 137 previous paragraphs and 138 current paragraphs.
90 unchanged; 33 reworded; 14 added; 14 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Compression Infrastructure operating expenses increased $1.4 million, or 1.5%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This was primarily due to a $5.1 million increase in parts and fluids to support our operations, partially offset by a $3.7 million decrease in equipment leases and indirect expenses.
Current report
Other Services operating expenses increased $14.7 million, or 67.0%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase was primarily driven by higher activity levels across our Other Services product lines, consistent with the revenue growth discussed above.
Current report
Selling, general and administrative expenses increased $5.2 million, or 13.7%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase was primarily driven by higher personnel-related costs, including an $8.3 million increase in payroll and employee related expenses due to employee bonuses and stock compensation, partially offset by a net decrease of $4.3 million in other administrative costs, primarily professional fees.
Current report
Loss on sale of assets decreased $36.2 million, or 94.7% during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily driven by the Company’s sale of its operations and legal entities in Mexico in the third quarter of 2025 and the resulting loss of $33.3 million associated with the sale. A similar sale did not reoccur during the third quarter of 2026.
Current report
Interest expense decreased $9.0 million, or 15.9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease was primarily driven by debt refinancing activities during the first quarter of 2026. The prior year period was also impacted by a $7.7 million charge on the discontinuation of our prior interest rate swap.
Current report
Income Tax Expense (Benefit)
Current report
Other Expense, Net
Current report
Other expense, net decreased $27.6 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This decrease was primarily due to a $28.0 million accrual for interest and penalties recorded during the three months ended September 30, 2025, in connection with a settlement offer received from the Texas
Current report
Comptroller’s office resolving the outstanding sales and use tax matters. No comparable charge was recorded during the current period.
Current report
Nine Months Ended September 30, 2026, Compared to the Nine Months Ended September 30, 2025
Current report
Compression Infrastructure operating expenses decreased $0.3 million or 0.1% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Lower costs of compression parts, equipment leases and ancillary equipment of $8.2 million were partially offset by higher overhead costs and fluid costs to operate our units of $7.9 million.
Current report
Other Services operating expense increased $28.3 million or 35.6% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily due to higher activity levels across our Other Services product lines, consistent with the revenue growth discussed above.
Current report
Other Expense, Net
Current report
Other expense, net decreased $26.7 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The nine months ended September 30, 2025 included $28.0 million of interest and penalties associated with the settlement of the Texas sales and use tax audit, which did not recur during the current period.
Removed paragraphs (14)
Previous report
Recent Developments
Previous report
Issuance of Common Stock
Previous report
On May 13, 2026, the Company completed an underwritten public offering of 10.6 million shares of its common stock at a public offering price of $71.00 per share. The underwriters exercised their option to purchase an additional 1.6 million shares, which was fully exercised on May 14, 2026. The offering, including the sale of the option shares, closed on May 15, 2026. The Company received aggregate net proceeds of approximately $836.1 million, after deducting underwriting discounts and offering expenses.
Previous report
Acquisition of Distributed Power Solutions
Previous report
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 report
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 report
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 report
Selling, general and administrative expenses increased $5.8 million, or 16.5%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily driven by a $5.0 million increase in payroll expenses and $3.3 million in DPS Acquisition transaction costs, partially offset by a $1.9 million decrease in IT and other administrative costs.
Previous report
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 report
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 report
Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025
Previous report
Compression Infrastructure operating expenses decreased $1.7 million or 0.9% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease was primarily due to a $7.4 million decrease in costs related to compression parts, fluids and ancillary equipment, partially offset by a $5.4 million increase in indirect expenses.
Previous report
Other Services operating expense increased $13.5 million or 23.6% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was primarily due to increased expenses from station construction services and maintenance and overhaul services on increased revenues, partially offset by decreased freight and crane charges on lower mobilization activity, as noted above.
Previous report
Income Tax Expense
Reworded paragraphs (33)
Previous wording
The following table summarizes certain horsepower, unit count and horsepower utilization percentages for our compression fleet for the periods presented.
Current wording
The following table summarizes certain horsepower, unit count and horsepower utilization percentages for our compression and power fleets for the periods presented.
Previous 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.
Current wording
As of September 30, 2026, fleet horsepower increased 3.0% and revenue generating horsepower increased 3.8% compared to as of September 30, 2025. 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 4.2% increase in revenue-generating horsepower per revenue-generating compression unit was primarily a result of deploying these new large horsepower units.
Previous wording
On June 30, 2026, revenue-generating megawatts per revenue-generating power unit was 3.0 megawatts. Fleet utilization on June 30, 2026 was 89.6%. We had no revenue-generating megawatts per revenue-generated power unit prior to the DPS Acquisition on April 1, 2026.
Current wording
On September 30, 2026, revenue-generating megawatts per revenue-generating power unit was 3 megawatts. Fleet utilization on September 30, 2026 was 92.5%. We had no revenue-generating megawatts per revenue-generated power unit prior to the DPS Acquisition on April 1, 2026.
Previous 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.
Current wording
Compression Infrastructure revenues increased $21.5 million, or 7.2%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This was primarily due to a $21.7 million increase in revenue resulting from pricing increases and an increase in revenue-generating horsepower.
Previous wording
Power Infrastructure revenues were $32.9 million for the three months ended June 30, 2026. No comparable periods are shown due to the closing of the DPS Acquisition on April 1, 2026, prior to which we did not generate Power Infrastructure revenues.
Current wording
Power Infrastructure revenues were $42.0 million for the three months ended September 30, 2026. No comparable periods are shown due to the closing of the DPS Acquisition on April 1, 2026, prior to which we did not generate Power Infrastructure revenues.
Previous 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.
Current wording
Other Services revenue increased $15.6 million, or 60.6%, for the three months ended September 30, 2026, compared to the three months ended September 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.
Previous wording
Power Infrastructure operating expenses were $11.7 million for the three months ended June 30, 2026. No comparable periods are shown due to the closing of the DPS Acquisition on April 1, 2026, prior to which we did not incur Power Infrastructure operating expenses.
Current wording
Power Infrastructure operating expenses were $10.4 million for the three months ended September 30, 2026. No comparable periods are shown due to the closing of the DPS Acquisition on April 1, 2026, prior to which we did not incur Power Infrastructure operating expenses.
Previous 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.
Current wording
Depreciation and amortization increased $9.2 million, or 13.9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase was primarily attributable to 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
Income tax expense increased by $7.6 million, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase was primarily due to an increase in pre-tax income of $19.8 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was also due to the state apportionment impact of the DPS Acquisition on existing deferred taxes.
Current wording
Income tax expense increased by $25.2 million, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase was primarily due to an increase in pre-tax income of $110.9 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Previous wording
Compression Infrastructure revenues increased $39.6 million, or 6.8%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. This was primarily related to a $42.4 million increase in contract compression services as a result of price increases and an increase in average revenue-generating horsepower, including revenue- generating horsepower acquired in the CSI Acquisition. This increase was partially offset by $2.8 million decrease related to gas treating services.
Current wording
Compression Infrastructure revenues increased $61.1 million, or 6.9%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This was primarily due to a $64.1 million increase in contract compression services as a result of price increases and an increase in average revenue-generating horsepower. This increase was partially offset by a $3.0 million decrease related to gas treating services.
Previous wording
Power Infrastructure revenues were $32.9 million for the six months ended June 30, 2026. No comparable periods are shown due to the closing of the DPS Acquisition on April 1, 2026, prior to which we did not generate Power Infrastructure revenues.
Current wording
Power Infrastructure revenues were $74.8 million for the nine months ended September 30, 2026. No comparable periods are shown due to the closing of the DPS Acquisition on April 1, 2026, prior to which we did not generate Power Infrastructure revenues.
Previous wording
Other Services revenue increased $11.9 million, or 17.0% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to increased revenues from station construction services and maintenance and overhaul services. This increase was partially offset by decreases in other field services, and freight and crane charges related to the mobilization of units.
Current wording
Other Services revenue increased $27.5 million, or 28.7% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to increased revenues from station construction services and incremental customer-requested services and materials. This increase was partially offset by decreases in other field services, and freight and crane charges related to the mobilization of units.
Previous wording
Power Infrastructure operating expenses were $11.7 million for the six months ended June 30, 2026. No comparable periods are shown due to the closing of the DPS Acquisition on April 1, 2026, prior to which we did not incur Power Infrastructure operating expenses.
Current wording
Power Infrastructure operating expenses were $22.1 million for the nine months ended September 30, 2026. No comparable periods are shown due to the closing of the DPS Acquisition on April 1, 2026, prior to which we did not incur Power Infrastructure operating expenses.
Previous wording
Depreciation and amortization increased $10.7 million or 7.8% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was primarily due to increased depreciation and amortization related to the DPS Acquisition. The remaining increase is related to increased depreciation on compression equipment purchases.
Current wording
Depreciation and amortization increased $19.9 million or 9.8% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was primarily attributable to depreciation and amortization associated with assets acquired in the DPS Acquisition, with the remainder driven by additional depreciation on compression equipment purchases.
Previous 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.
Current wording
Selling, general and administrative expenses increased $24.9 million or 23.6% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was primarily attributable to a $10.0 million increase in payroll and employee-related expenses, driven by higher employee bonuses and stock compensation; a $5.0 million increase in professional fees, primarily related to transaction costs associated with the DPS Acquisition; a $4.4 million increase in insurance costs, reflecting higher premiums and expanded coverage requirements in the current market environment; and a $4.3 million increase in other selling, general, and administrative expenses, primarily due to a higher provision for credit losses.
Previous wording
Loss on sale of assets decreased $11.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to the write-off of certain scrapped assets last year which did not recur in the comparable 2026 period.
Current wording
Loss on sale of assets decreased $47.8 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily due to a $33.3 million loss incurred on the sale of the Company’s operations and legal entities in Mexico and the write-off of certain scrapped assets last year, which did not recur in the comparable 2026 period.
Previous wording
Interest expense increased $5.8 million or 6.3% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was primarily due to interest accrued on the 2033 and 2035 Senior Notes in the current year to date period, which were not outstanding during the comparable year to date period. This increase in interest expense was partially offset by a reduction in interest expense associated with lower outstanding borrowings under the ABL Facility and settlements received from interest rate swaps, which are recognized in the same financial statement line item as the underlying hedged debt, thereby reducing the net impact on reported interest expense.
Current wording
Interest expense decreased $3.2 million or 2.1% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This decrease was primarily due to a reduction in interest expense associated with lower outstanding borrowings under the ABL Facility and settlements received from interest rate swaps, which are recognized in the same financial statement line item as the underlying hedged debt, thereby reducing the net impact on reported interest expense. The decrease was partially offset by interest accrued in the current year to date period on the 2033 and 2035 Senior Notes, that were issued in September 2025.
Previous 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.
Current wording
We recognized a $36.5 million loss on extinguishment of debt during the nine months ended September 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 nine months ended September 30, 2025.
Previous 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.
Current wording
Income tax expense increased by $25.1 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This was primarily due to an increase in pre-tax income of $109.8 million for the nine months ended September 30, 2026, compared to the nine months ended September 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 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.
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, combined with anticipated additional borrowings to support our purchase commitments, will be sufficient to service our debt, fund working capital, and fund our estimated capital expenditures over both the short-term and long-term. In addition, our Board may determine from time to time in its discretion to pay dividends or repurchase shares pursuant to our Share Repurchase Program. As of September 30, 2026, we had approximately $1.7 billion of liquidity consisting of $86.9 million in cash and cash equivalents and $1.6 billion available under the ABL Facility.
Previous 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.
Current wording
For the nine months ended September 30, 2026, growth capital expenditures were $465.4 million, other capital expenditures were $71.9 million, and maintenance capital expenditures were $59.1 million as compared to growth capital expenditures of $174.3 million, other capital expenditures of $50.9 million, and maintenance capital expenditures of $53.7 million for the nine months ended September 30, 2025. Growth capital expenditures increased primarily due to investments in power generation infrastructure, following the acquisition of DPS, including $220.2 million to support the growth of our power generation business. The increase also included a $32.8 million purchase of equipment that was previously held under operating lease arrangements and $24.0 million for the strategic purchase of compression equipment already in service with a customer to accelerate fleet growth and meet strong customer demand.
Previous 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.
Current wording
Subsequent to the quarter end, on November 4, 2026, the Company’s Board declared a cash dividend of $0.51 per share for the quarter ended September 30, 2026, which is payable on November 25, 2026, to shareholders of record as of the close of business on November 16, 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
•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.
Current wording
•Long-term debt of $2.8 billion, of which $417.5 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 $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.
Current wording
•Purchase commitments of $2.8 billion, of which $652.9 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 June 30, 2026, other commitments include future operating and finance lease payments totaling $147.6 million.
Current wording
As of September 30, 2026, other commitments include future operating and finance lease payments totaling $125.9 million.
Previous 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.
Current wording
The $37.9 million decrease in net cash provided by operating activities for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, was primarily driven by unfavorable changes in working capital items, including higher accounts receivable resulting from strong revenue growth and the timing of customer collections, the payment of Texas sales and use tax related to certain prior periods currently under audit, and an increase in a long-term tax receivable. Working capital items used cash of $142.1 million during the nine months ended September 30, 2026 compared to the $26.4 million provided by changes in working capital during the nine months ended September 30, 2025. These impacts were partially offset by a $36.5 million non-cash loss on extinguishment of debt associated with our strategic debt refinancing activities completed during the year.
Previous 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.
Current wording
Net cash used in investing activities increased $874.2 million during the nine months ended September 30, 2026, compared to the nine months ended September 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 $281.7 million increase in cash used for capital expenditures, net of accrued capital expenditures.
Previous 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.
Current wording
Net cash provided by financing activities of $826.7 million increased $999.9 million during the nine months ended September 30, 2026, compared to cash used for financing activities of $173.2 million during the nine months ended September 30, 2025. Cash provided by financing activities during the nine months ended September 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 $154.9 million. These net proceeds more than offset the $142.7 million in dividend payments and $21.0 million tax-related outflows associated with equity compensation vesting.
Previous 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.
Current wording
Cash used for financing activities of $173.2 million during the nine months ended September 30, 2025 was primarily the result of $116.6 million of dividends paid to stockholders, $70.3 million of share repurchases, $6.0 million of cash paid for shares withheld to cover taxes, $4.6 million of cash paid on principal payments of other borrowings, $2.4 million of cash paid on principal payments of finance leases, and $1.0 million of distributions to noncontrolling interest. This was offset by $50.3 million of net cash provided by borrowings and $3.9 million of cash related to vesting of restricted stock.
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 $50.0 million 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, previously modified the calculation of the leverage ratio. Through June 30, 2026, the Fifth Amendment allowed 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. For leverage ratio calculations after June 30, 2026, the Fifth Amendment no longer permits the deduction of the net proceeds from the issuance of the 2031 Senior Notes from the Company’s total indebtedness.
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 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.
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 September 30, 2026, and December 31, 2025, the weighted average interest rate on the ABL Facility was 6.12% 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 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.
Current wording
The ABL Facility provides for commitments totaling $2.0 billion and a maturity date of September 5, 2030. As of September 30, 2026, $9.3 million in letters of credit were outstanding. As of September 30, 2026, borrowings under our ABL Facility totaled $417.5 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 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.
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 thenine months ended September 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The increase in other capital expenditures was primarily attributable to $42.6 million of finance lease right of use assets established in June 2026, partially offset by lower expenditures following the substantial completion of our multi-year engine conversion program during fiscal year 2025. Maintenance capital expenditures remain disciplined, with only a modest increase despite the continued expansion of our fleet.