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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-07 · 492 added, 353 removed, 900 unchanged (48% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and Procedures

As of December 31, 2025, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).

Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Management’s Annual Report on Internal Control over Financial Reporting

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Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

As disclosed in Note 3.

Acquisitions and Divestitures to the consolidated financial statements included elsewhere in this Annual Report, Kodiak acquired CSI Compressco on April 1, 2024.

Following the close of the CSI Acquisition, we integrated a portion of CSI Compressco into our existing systems and internal control over financial reporting and related processes.

Consistent with interpretive guidance issued by the Staff of the SEC for newly acquired businesses, management has excluded a portion of CSI Compressco from our assessment of internal control over financial reporting as of December 31, 2024.

In accordance with such guidance, an assessment of recent business combinations may be omitted from management’s assessment of internal control over financial reporting for one year following the acquisition.

The excluded elements represent controls over approximately 22% of consolidated assets and approximately 22% of consolidated revenues as shown on our consolidated financial statements as of and for the year ended December 31, 2024.

Inherent Limitations on Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all control issues or misstatements.

Accordingly, our controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our control system are met.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become adequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

BDO USA, P.C., an independent registered public accounting firm, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, which is included in herein.

Changes in Internal Control over Financial Reporting

On April 1, 2024, we completed the CSI Acquisition.

As part of the ongoing integration, we are in the process of incorporating the controls and related procedures of CSI Compressco.

Other than incorporating CSI Compressco’s controls there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Kodiak Gas Services, Inc.

The Woodlands, Texas

Opinion on Internal Control over Financial Reporting

We have audited Kodiak Gas Services, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, P.C.

Houston, Texas

February 26, 2026

Other Information.

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2024, none of our directors or “officers” (as such term is defined in Rule16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

During the three months ended December 31, 2025, the following officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Other than as disclosed below, no directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Name Title Adoption Date Expiration Date Aggregate # of securities to be sold

Pedro Buhigas

Chief Information Officer November 21, 2025 November 20, 2026 28,973 (1)

(1) The Rule 10b5-1 trading arrangement allows for the sale of shares subject to future vesting of equity awards, including performance stock unit awards, net of shares withheld for taxes.

The exact number of shares sold depends on settlement outcomes and tax withholdings, and therefore is not yet determinable.

Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934

Section 13(r) of the Securities Exchange Act of 1934, as amended, requires an issuer to disclose certain information in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions or dealings with individuals or entities subject to specific U.S.

economic sanctions during the reporting period.

In the first quarter of 2025, the Company received a report regarding certain payments to local government officials in Mexico that commenced prior to the Company’s acquisition of its Mexican affiliate in connection with the April 1, 2024 CSI Acquisition that may present potential compliance issues under U.S.

In response, the Company retained outside counsel to conduct an internal investigation of the reported payments, including whether any payments made may be indirectly benefiting individuals associated with certain criminal cartel organizations, some of which may be designated as foreign terrorist organizations (“FTOs”) and Specially Designated Global Terrorists (“SDGTs”) per Executive Order 14157 of January 20, 2025.

The investigation is substantially complete and has determined that certain payments likely were made to persons associated with an organization designated as SDGT.

The payments appear to have been made in order to

protect employees of the Mexican business from threats of harm or harassment, and to ensure access to work sites.

At this time, the Company believes the aggregate amount of these payments was not material.

The Company sold its operations and legal entities in Mexico on September 30, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Equity Compensation Plan Information as of December 31, 2024

Equity Compensation Plan Information

Our equity compensation plans approved by our shareholders provide for the issuance of common stock to officers, employees, directors and consultants.

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Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted-average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(a)(1) (b)(2) (c)(3)

Equity compensation plans approved by security holders 2,099,728 $ — 5,773,271

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2.1 Agreement and Plan of Merger, dated as of December 19, 2023, by and among Kodiak Gas Services, Inc., Kick Stock Merger Sub, LLC, Kick LP Merger Sub, LLC, Kick GP Merger Sub, LLC, CSI Compressco LP and CSI Compressco GP (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2023).

Membership Interest Purchase Agreement, dated February 5, 2026, by and among Kodiak Gas Services, LLC, Kodiak Gas Services, Inc., Mustang PRS, LLC, Louisiana Machinery Company, L.L.C., and Distributed Power Solutions, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 5, 2026).

3.1 Amended and Restated Certificate of Incorporation of Kodiak Gas Services, Inc.

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3.3 Second Amended and Restated Bylaws of Kodiak Gas Services, Inc.

(incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2025).

4.1 Registration Rights Agreement, dated as of July 3, 2023, by and among Kodiak Gas Services, Inc., Frontier TopCo Partnership, L.P.

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Bank Trust Company, National Association, as trustee (including Form of Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2024).

4.4 Indenture, dated as of September 5, 2025, by and among Kodiak Gas Services, LLC, the guarantors thereto and U.S.

Bank Trust Company, National Association, as trustee (including Form of Note (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on September 10, 2025).

4.5 Supplemental Indenture, dated as of September 22, 2025, by and among Kodiak Gas Services, LLC, the guarantors thereto and U.S.

Bank Trust Company, National Association, as trustee (including Form of Note (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 23, 2025).

4.6 Description of Capital Stock of Kodiak Gas Services, Inc.

(incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2025).

Kodiak Gas Services, Inc.

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333-273118) filed with the SEC on July 5, 2023).

Kodiak Gas Services, Inc.

Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form S-8 filed with the SEC on April 24, 2025) .

Form of Restricted Stock Unit Grant Notice for Executives (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025).

Form of Restricted Stock Unit Grant Notice for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025).

Form of Performance Stock Unit Grant Notice for Executives (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025).

10.10 Novation, Assignment and Assumption Agreement, dated as of July 3, 2023, by and among Kodiak Gas Services, LLC, Frontier Intermediate Holding, LLC, Frontier TopCo Partnership, L.P., as the new borrower the other parties thereto, and Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 5, 2023).

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10.14 Third Amendment to Fourth Amended and Restated ABL Credit Agreement, dated as of January 22, 2024 among Frontier Intermediate Holding, LLC, Kodiak Gas Services, LLC, the other obligors party thereto, the lenders party thereto, and JP Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2024).

10.15 Fourth Amendment to Fourth Amended and Restated ABL Credit Agreement and Second Amendment to Third Amended and Restated Security and Pledge Agreement, dated as of September 5, 2025, by and among Kodiak Gas Services, LLC, Kodiak Gas Services, Inc., the other obligors party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on September 10, 2025).

Form of Indemnification Agreement between Kodiak Gas Services, Inc.

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(incorporated by reference to Exhibit 10.18 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 5, 2023).

Form of Confidentiality and Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025).

10.20 Assumption, Ratification and Confirmation Agreement, dated as of June 29, 2023, by and among Kodiak Gas Services, Inc., Frontier Intermediate Holding, LLC, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023).

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10.22 Sixth Amended and Restated Limited Liability Company Agreement of Kodiak Gas Services, LLC, dated as of April 1, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024).

14.1 Code of Business Conduct, as amended May 2024 (incorporated by reference to Exhibit 14.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024).

19.1 Kodiak Gas Services, Inc.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2025).

List of Subsidiaries

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† Management compensatory plan or contract.

†† Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission

upon request.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Kodiak Gas Services, Inc.

March 6, 2025

February 26, 2026

/s/ Robert M.

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(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 6, 2025.

Signature Title

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/s/ Alex Darden Director

/s/ William L.

/s/ Christopher Drumgoole Director

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Montana Director

/s/ Nirav Shah Director

/s/ Randall Hogan Director

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Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2025, 2024, and 2023

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Note 18 – Defined Contribution Plan

Note 19 – L ong-Term Incentive Plan

Note 19 – Segments

Note 2 1 – Earnings Per Share of Common S t ock

N ote 2 2 - Related Party Transactions

Note 20 – Earnings Per Share of Common St ock

Note 21 - Related Party Transactions

Note 22 – Subsequent Events

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Kodiak Gas Services, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimated Costs to Complete

As described in Note 4 to the consolidated financial statements, and as disclosed by management, the Company recognized approximately $33.0 million of its revenue over time using an input method consisting of a cost-to-cost measure of progress, which measures a contract’s progress toward completion based on the ratio of actual contract costs incurred to the Company’s total estimated contract costs expected for the construction services.

Estimates are based on conditions and information available at the time the estimate is made, as well as the knowledge and experience of the Company’s engineers, project managers, and financial professionals.

Factors that must be considered in estimating the total costs to be incurred include labor productivity and availability, the nature and complexity of the work to be performed, the impact of change orders, availability of raw materials and the impact of delayed performance.

Changes in estimates of the total costs to complete contracts could result in adjustments to the Company’s revenue recognition in the period of change.

We identified the estimated costs to complete as a critical audit matter.

The determination of the total estimated cost and progress toward completion requires management to make estimates.

Changes in these estimates can result in adjustments to revenue recognized each period.

Auditing these estimates involved especially challenging auditor judgment in evaluating the reasonableness of management’s estimates over the duration of certain revenue projects.

The primary procedures we performed to address this critical audit matter included:

• Evaluating the reasonableness of management’s estimation process by selecting certain projects that were completed during the period and performing a retrospective review of estimates to actual variances.

• Assessing the reasonableness of the estimated costs to complete by selecting certain open projects and:

(i) evaluating the reasonableness of project estimates and the costs required to complete the project, (ii) assessing the progress towards completion by testing of a sample of project costs incurred to date, and (iii) evaluating evidence subsequent to the balance sheet date by obtaining the projects’ actual costs and investigating variances in estimated costs compared to actual costs.

/s/ BDO USA, P.C.

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Houston, Texas

March 6, 2025

February 26, 2026

KODIAK GAS SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

As of December 31,

(in thousands, except share and per share data) 2025 2024

Current assets:

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Stockholders’ equity:

Preferred stock, ( 50.0 million authorized, $ 0.01 par value)

0.8 million and zero shares issued and outstanding as of December 31, 2024 and 2023, respectively

Common stock, ( 750.0 million shares authorized, $ 0.01 par value)

89.2 million and 77.4 million issued and 87.8 million and 77.4 million outstanding as of December 31, 2024 and 2023, respectively

Preferred stock, ( 50.0 million authorized, $ 0.01 par value) 0.3 million and 0.8 million shares issued and outstanding as of December 31, 2025 and 2024, respectively

Common stock, ( 750.0 million shares authorized, $ 0.01 par value) 90.2 million and 89.2 million issued and 85.8 million and 87.8 million outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital 1,334,333 1,305,375

Treasury stock, at cost ( 1.4 million and zero shares held as of December 31, 2024 and 2023, respectively)

Treasury stock, at cost ( 4.5 million and 1.4 million shares held as of December 31, 2025 and 2024, respectively)

( 143,968 ) ( 40,000 )

Noncontrolling interest 4,910 13,694

Accumulated other comprehensive loss ( 1,586 ) —

Retained earnings 12,800 93,637

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CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Year ended December 31,

2024 2023 2022

(in thousands, except per share data) 2025 2024 2023

Contract Services $ 1,181,270 $ 1,034,173 $ 735,605

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Depreciation and amortization 276,185 260,272 182,869

Selling, general and administrative 151,680 73,308 44,882

Long-lived asset impairment 6,344 9,921 —

Selling, general and administrative 144,070 151,680 73,308

Loss (gain) on sale of assets 61,566 29,612 ( 777 )

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Gain on derivatives — 24,017 20,266

Other (expense) income, net ( 415 ) 31 17

Total other expenses ( 173,542 ) ( 208,974 ) ( 82,734 )

Other income (expense), net ( 28,168 ) ( 415 ) 31

Total other expenses, net ( 226,538 ) ( 173,542 ) ( 208,974 )

Income before income taxes 113,472 75,908 35,136

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KODIAK GAS SERVICES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year ended December 31,

(in thousands)

Common Shares Preferred Shares Additional Paid- In Capital Treasury Shares Noncontrolling Interest Retained Earnings Total Stockholders’ Equity

Shares Amount Shares Amount Shares Amount

Balance, January 1, 2022 59,000 $ 590 — $ — $ 871,403 — $ — $ — $ 88,078 $ 960,071

Equity compensation - profits interests — — — — ( 214 ) — — — 971 757

Distribution to parent — — — — ( 838,000 ) — — — — ( 838,000 )

2025 2024 2023

Net income $ 81,588 $ 50,334 $ 20,066

Cash flow hedges, net of tax effects of $ 284 , zero , and zero , for the years ended December 31, 2025, 2024 and 2023, respectively

( 1,586 ) — —

Comprehensive income

80,002 50,334 20,066

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to common shareholders

$ 78,935 $ 49,895 $ 20,066

See accompanying notes to the consolidated financial statements.

KODIAK GAS SERVICES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Shares Preferred Shares Additional Paid- In Capital Treasury Shares Noncontrolling Interest Accumulated Other Comprehensive Loss

Retained Earnings Total Stockholders’ Equity

(in thousands, except per share data)

Shares Amount Shares Amount Shares Amount

Balance, December 31, 2022 59,000 $ 590 — $ — $ 33,189 — $ — $ — $ — $ 195,314 $ 229,093

Net income — — — — — — — — — 20,066 20,066

Equity compensation — — — — 4,271 — — — — 1,643 5,914

Distribution to parent — — — — ( 33,189 ) — — — — ( 9,111 ) ( 42,300 )

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Debt novation — — — — 692,099 — — — — — 692,099

Equity compensation — — — — 4,271 — — — 1,643 5,914

Incentive award conversion — — — — 582 — — — — — 582

Dividends paid to stockholders — — — — — — — — ( 29,793 ) ( 29,793 )

Net income — — — — — — — — 20,066 20,066

Dividends paid to stockholders ($ 0.38 per common share)

— — — — — — — — — ( 29,793 ) ( 29,793 )

Balance, December 31, 2023 77,400 $ 774 — $ — $ 963,760 — $ — $ — $ — $ 178,119 $ 1,142,653

Issuance of common shares for business acquisition 6,786 68 — — 188,099 — — — — 188,167

Net income — — — — — — — 439 — 49,895 50,334

Issuance of preferred shares and noncontrolling interest for business acquisition — — 5,562 56 ( 124 ) — — 154,186 — — 154,118

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Equity compensation — — — — 17,008 — — 650 — — 17,658

Offering costs — — — — ( 1,162 ) — — — — ( 1,162 )

Dividends and dividends equivalents paid to stockholders — — — — — — — — ( 134,803 ) ( 134,803 )

Dividends and dividends equivalents paid to stockholders ($ 1.58 per common share)

— — — — — — — — — ( 134,803 ) ( 134,803 )

Restricted stock units vested under the Omnibus Plan, net of 107 shares withheld for taxes

324 3 — — ( 2,769 ) — — — — — ( 2,766 )

Taxes withheld on issuance of stock-based awards and conversion of preferred shares — — — — 4,540 — — — — 4,540

Repurchase of common shares — — — — — 1,435 ( 40,000 ) — — — ( 40,000 )

Net effect on deferred taxes and taxes payable related to the vesting of restricted stock — — — — 4,540 — — — — — 4,540

Distributions to noncontrolling interest — — — — — — — ( 5,529 ) — — ( 5,529 )

Net income — — — — — — — 439 49,895 50,334

Issuance of common shares for business acquisition 6,786 68 — — 188,099 — — — — — 188,167

Offering costs — — — — ( 1,162 ) — — — — — ( 1,162 )

Other — — — — ( 65 ) — — 36 — 426 397

Balance, December 31, 2024 89,240 $ 892 832 $ 9 $ 1,305,375 1,435 $ ( 40,000 ) $ 13,694 $ — $ 93,637 $ 1,373,607

Net income — — — — — — — 1,067 — 80,521 81,588

Comprehensive loss (net of tax effect of $ 284 )

— — — — — — — — ( 1,586 ) — ( 1,586 )

Preferred shares and noncontrolling interest converted to common shares 525 5 ( 525 ) ( 5 ) 8,758 — — ( 8,758 ) — — —

Equity compensation — — — — 24,239 — — 218 — 72 24,529

Dividends and dividends equivalents paid to stockholders ($ 1.80 per common share)

— — — — — — — — — ( 161,430 ) ( 161,430 )

RSUs vested, net of 204 shares withheld for taxes

480 6 — — ( 6,368 ) — — — — — ( 6,362 )

Repurchase of common shares — — — — — 3,057 ( 103,968 ) — — — ( 103,968 )

Net effect on deferred taxes and taxes payable related to the vesting of restricted stock — — — — 2,329 — — — — — 2,329

Distributions to noncontrolling interest — — — — — — — ( 1,311 ) — — ( 1,311 )

Balance, December 31, 2025 90,245 $ 903 307 $ 4 $ 1,334,333 4,492 $ ( 143,968 ) $ 4,910 $ ( 1,586 ) $ 12,800 $ 1,207,396

See accompanying notes to the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the Year Ended December 31,

2024 2023 2022

(in thousands) 2025 2024 2023

Cash flows from operating activities:

1 unchanged sentence

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization expense 260,272 182,869 174,463

Depreciation and amortization 276,185 260,272 182,869

Long-lived asset impairment 6,344 9,921 —

5 unchanged sentences

Loss (gain) on sale of assets 61,566 29,612 ( 777 )

Loss on discontinuation of hedge 9,398 — —

Amortization of interest rate swap 5,152 — —

Change in fair value of derivatives — 1,234 42,890

16 unchanged sentences

Other — — ( 75 )

Net cash used in investing activities ( 292,468 ) ( 218,421 ) ( 251,382 )

Net cash used for investing activities ( 285,290 ) ( 292,468 ) ( 218,421 )

Cash flows from financing activities:

10 unchanged sentences

Cash paid for shares withheld to cover taxes ( 6,362 ) ( 2,766 ) —

Taxes withheld on issuance of stock-based awards and conversion of preferred shares 4,540 — —

Net effect on deferred taxes and taxes payable related to the vesting of restricted stock 2,329 4,540 —

Distribution to parent — — ( 42,300 )

Distribution to noncontrolling interest ( 5,529 ) — —

Net cash (used in) provided by financing activities ( 36,331 ) ( 62,774 ) 23,172

Distributions to noncontrolling interest ( 1,311 ) ( 5,529 ) —

Net cash used for financing activities ( 316,021 ) ( 36,331 ) ( 62,774 )

Net decrease in cash and cash equivalents ( 1,571 ) ( 812 ) ( 14,869 )

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Supplemental disclosure of non-cash financing activities:

Dividends equivalent $ ( 917 ) $ — $ —

Fair value changes in interest rate swap $ 9,732 $ — $ —

Issuance of common shares $ 11 $ 188,167 $ —

Issuance of preferred shares and noncontrolling interest $ — $ 154,118 $ —

Non-cash debt novation $ — $ — $ ( 689,829 )

5 unchanged sentences

(the “Company” or “Kodiak”) is an operator of contract compression infrastructure and related services primarily in the U.S.

The Company operates compression units under fixed-revenue contracts with upstream and midstream customers.

The Company operates compression units under primarily fixed-revenue contracts with upstream and midstream customers.

Kodiak operates its business and the majority of the Company’s assets and liabilities under its subsidiary Kodiak Gas Services, LLC (“Kodiak Services”).

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Actual results could differ from those estimates and assumptions used in preparing the accompanying consolidated financial statements.

Significant estimates and assumptions that impact these consolidated financial statements relate to, among other things, fair value of derivative instruments, estimates of cost to complete on revenue contracts with customers, grant date fair value for the share-based equity awards, forecasting of our income tax (provision) benefit and the valuation of deferred taxes, useful lives of and salvage value of property, plant and equipment, fair value of assets acquired and liabilities assumed in business combinations, and sales tax liabilities.

Significant estimates and assumptions that impact these consolidated financial statements relate to, among other things, fair value of derivative instruments, estimates of cost to complete on revenue contracts with customers, grant date fair value for the share-based equity awards, forecasting of our income tax (provision) benefit and the valuation of deferred taxes, useful lives and salvage value of property, plant and equipment, fair value of assets acquired and liabilities assumed in business combinations, and sales tax liabilities.

Cash and Cash Equivalents

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The cost of identifiable intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives, generally ranging from 5 to 20 years, which is the period over which the assets are expected to contribute directly or indirectly to future cash flows.

The Company’s identifiable intangible assets consist of trade name and customer relationships.

The Company’s identifiable intangible assets consist of trade name, customer relationships, and internal use software.

Goodwill represents the excess of acquisition consideration paid over the fair value of net assets and liabilities acquired.

10 unchanged sentences

The Company performed a qualitative test during its fourth quarter and concluded that there were no events or circumstances that occurred indicating it was more likely than not that the fair value of the Contract Services reporting unit was below its carrying amount.

No goodwill impairment was recorded for the years ended December 31, 2024, 2023, or 2022.

No goodwill impairment was recorded for the years ended December 31, 2025, December 31, 2024, or December 31, 2023.

Application of the goodwill impairment test requires judgments, including a qualitative assessment to determine whether there are any impairment indicators, and determining the fair value of the reporting unit if an impairment indicator is present.

9 unchanged sentences

Diluted earnings per share is computed by dividing net income attributable to common stockholders by the basic weighted average shares outstanding plus all potential dilutive common shares outstanding during the period.

Earnings Per Share of Common Stock for additional information related to earnings per share.

Earnings Per Common Share for additional information related to earnings per share.

Debt Issuance Costs

4 unchanged sentences

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and whether the Company has elected to designate the derivative as being in a hedging relationship.

Currently, the Company’s interest rate swaps are intended to economically hedge certain risks (“economic hedges”).

The Company has elected not to apply hedge accounting to these instruments and does not enter into such instruments for speculative purposes;

accordingly, all realized and unrealized gains and losses on derivative instruments have been recognized in the accompanying consolidated statements of operations as gain on derivatives.

Commencing on January 1, 2025, the Company accounts for the interest rate swap agreement as a cash flow hedge, thus the effective portion of gains and losses resulting from changes in fair value are recognized in accumulated other comprehensive income (loss) (“AOCI”) and reclassified into earnings in the same period the hedged transaction impacts earnings and are presented within the same line item of the consolidated statement of operations as the hedged item.

Amounts recorded in AOCI are amortized to interest expense over the term of the related debt.

Cash flows from derivatives are classified in the statement of cash flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationship.

Prior to January 1, 2025, we elected not to apply hedge accounting to our interest rate swaps;

accordingly, all realized and unrealized gains and losses on derivative instruments were recognized as a gain on derivatives within our consolidated statement of operations.

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the financial statements.

10 unchanged sentences

The Company will recognize interest and penalties related to uncertain tax positions in income tax expense.

None of the Company’s federal or state tax income tax returns are currently under examination by the Internal Revenue Service (“IRS”) or state authorities.

However, fiscal years 2020 and later remain subject to examination by the IRS and respective states in the U.S.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law.

The IRA contains significant tax law changes, including a corporate alternative minimum tax (“CAMT”) of 15% on adjusted financial statement income for applicable corporations, and a 1% excise tax on stock repurchases after December 31, 2022.

The IRA also extends certain federal tax credits and creates new tax credits to promote sustainability initiatives.

The Company examined the IRA and determined that it does not have a material impact on the consolidated financial statements.

The Company will continue to monitor this legislation as additional guidance is issued by the U.S.

Treasury Department.

In December 2021, the Organization for Economic Co-operation and Development ("OECD") published Model Global Anti-Base Erosion rules under Pillar Two.

The model rules seek to ensure that multinational corporations pay tax at a minimum rate of 15% in each jurisdiction in which they do business.

Various countries in which we operate have implemented Pillar Two rules which became effective starting in 2024.

The Company analyzed the enacted legislation and determined that it did not have a material impact on our financial statements.

The Company will continue to evaluate Pillar Two legislation as it is enacted to determine its impact on the tax provision.

The Company's federal income tax return for tax year 2022 is currently under examination by the Internal Revenue Service ("IRS").

None of the Company’s state tax income tax returns are currently under examination by state authorities.

Fiscal years 2022 and later remain subject to examination by the IRS and respective states in the U.S.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), was enacted into law in the United States.

The OBBBA introduces significant changes to U.S.

tax law, including full expensing of qualified capital expenditures, changes to the business interest limitation, and modifications to the international tax framework.

For the year ending December 31, 2025, the Company included the impact of the OBBBA, which materially reduced current tax expense for the year, primarily driven by the permanent reinstatement of full expensing of qualified capital expenditures and changes to the business interest limitation, with no material impact to the effective tax rate.

Fair Value Measurements

The Company records certain financial assets and liabilities at fair value.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date.

These fair value measurements incorporate nonperformance risk (i.e., the risk that an obligation will not be fulfilled) and credit risk.

15 unchanged sentences

Major customers are defined as those individually comprising more than 10% of our revenues or accounts receivable, net balance.

For the year ended December 31, 2024, one customer comprised approximately 13 % of total revenues.

For each of the years ended December 31, 2023 and 2022, one customer comprised approximately 12 % of total revenues.

For the years ended December 31, 2025, 2024 and 2023 one customer accounted for approximately 14 %, 13 % and 12 % of total revenues, respectively.

All of these revenues were related to the Contract Services segment.

As of December 31, 2024 and 2023, one customer comprised 12 % and 14 %, respectively, of the Company's accounts receivable, net balance.

As of December 31, 2025 no individual customer represented over 10% of our net accounts receivable balance.

As of December 31, 2024, one customer accounted for 12 % of the Company's net accounts receivable.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendment requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction.

The guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, with a retrospective option.

We are currently evaluating the impact of this standard on our disclosures.

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No.

2024-03, Disaggregation of Income Statement Expenses (DISE) , which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions and the total amount of selling expenses.

This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within

fiscal years beginning after December 15, 2027, with early adoption permitted.

This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact of this standard on our disclosures.

Recently Adopted Accounting Pronouncements

In November 2023, FASB issued ASU 2023-07, Segment Reporting:

Improvements to Reportable Segment Disclosures , which requires a public business entity to disclose its significant segment expense categories and amounts for each reportable segment.

A significant segment expense is an expense that is significant to the segment, regularly provided to or easily computes from information regularly provided to the chief operating decision maker ("CODM"), and included in the reported measure of segment profit or loss.

The guidance is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024.

The adoption of this ASU did not have a material effect on our consolidated financial statements, other than the newly required disclosures.

Segments for the inclusion of the new required disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The guidance is effective for annual reporting periods beginning after December 15, 2024.

We adopted this guidance on a prospective basis.

Income Taxes for the inclusion of the new required disclosures .

Acquisitions and Divestitures

Merger with CSI Compressco

On April 1, 2024, the Company completed the acquisition of 100 % of the issued and outstanding partnership interests of CSI Compressco pursuant to the terms of the Merger Agreement, dated December 19, 2023 (the “Merger Agreement”), for total consideration of $ 342.3 million, consisting of the issuance of the equity shares in the CSI Acquisition.

CSI Compressco provides contract services related to the exploration and production of oil and natural gas, including natural gas compression services and treating services, aftermarket services, and the sale of compressor package parts and components manufactured by third-party suppliers.

Strategically, the CSI Acquisition is expected to afford us the opportunity to capture significant synergies associated with our product and service offerings, further penetrate new and existing markets, and achieve administrative efficiencies and other strategic benefits.

Under the Merger Agreement, CSI Compressco unitholders received 0.086 shares of common stock, par value $ 0.01 per share, of Kodiak (“common stock”) for each CSI Compressco common unit owned, and certain CSI Compressco unitholders meeting specified requirements (the “Electing Unitholders”) elected to receive limited liability company units (“OpCo Units”) representing economic interests in Kodiak Services (along with an equal number of shares of Kodiak’s non-economic voting preferred stock), for each CSI Compressco common unit they held.

Each OpCo Unit is redeemable at the option of the holder for (i) one share of common stock (along with cancellation of a corresponding share of preferred stock) or (ii) cash at Kodiak Services’ election, following a 180 days post-closing lock-up and subject to certain conditions.

On or after April 1, 2029, Kodiak shall have the right to effect redemption of such OpCo Units.

The OpCo Units represent and will be accounted for as noncontrolling interests in Kodiak Services.

Each share of preferred stock entitles the holder to one vote per share, voting proportionally with holders of common stock.

The preferred stock lacks economic benefits beyond its par value of $ 0.01 per share (with a maximum value of $ 50,000 ), as it does not participate in earnings or cash dividends of Kodiak.

Rather, it solely represents a voting share.

Pursuant to the Merger Agreement, the Company issued 6,785,712 shares of common stock and 5,562,273 shares of preferred stock (with an equal number of OpCo Units) with an estimated fair value of $ 342.3 million based on the Company’s stock price on April 1, 2024 of $ 27.72 .

Additionally, subsequent to the close of the CSI Acquisition, the Company used additional draws on the ABL Facility of $ 651.8 million to repay, terminate and/or redeem all of CSI Compressco’s existing outstanding indebtedness, except for certain equipment financing obligations, and pay fees and expenses related to the 2029 Senior Notes offering and the CSI Acquisition.

Debt and Credit Facilities for further description.

Our preliminary allocation of the purchase price to the estimated fair value of the CSI Compressco net assets is as follows ( in thousands ):

On April 1, 2024, the Company completed the acquisition of CSI Compressco (the “CSI Acquisition”).

To complete the acquisition, we issued 6.8 million shares of common stock and 5.6 million of preferred shares for total consideration of $ 342.3 million based on the Company’s stock price on April 1, 2024 of $ 27.72 .

The acquisition-date fair value of the consideration transferred and the final allocation of the purchase price as of the acquisition date is as follows (in thousands) :

Fair value of consideration transferred $ 342,285

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The weighted average amortization period for identifiable intangible assets recognized is 13.2 years.

The purchase price was allocated to the assets acquired and liabilities assumed based on our estimates of fair value estimated as of the acquisition date.

The methodologies used, and key assumptions made, were based on a combination of the income approach, market approach, and cost approach.

The assumptions and inputs incorporated within the fair value estimates are subject to considerable management judgement and are based on industry, market, and economic conditions prevalent at the time of the acquisition.

As of December 31, 2024, we have substantially completed the allocation of the consideration.

The primary areas in which the preliminary purchase price allocation is not yet finalized relate to the deferred income taxes and residual goodwill.

We will complete the purchase price allocation and valuation during the first quarter of 2025.

During the year ended December 31, 2024, we recognized measurement period adjustments of $ 12.1 million, primarily related to updated valuations of property, plant and equipment, intangible assets, and deferred tax liabilities.

The measurement period adjustment increased goodwill acquired from $ 97.8 million to $ 109.9 million.

The fair value of the assets acquired and liabilities assumed are categorized in the following levels:

Level 1 - Cash and cash equivalents;

based on observable inputs such as quoted prices in active markets at the measurement date for identical assets or liabilities.

Level 2 - Receivables, inventory, right of use assets, prepaid expenses and other current assets, other non-current assets, long term debt and other current and non-current liabilities;

based on inputs that are observable such as quoted prices in markets that are not active (e.g.

quoted pricing on CSI Compressco’s debt), or inputs which are observable, for substantially the full term of the asset or liability.

Level 3 - Intangible assets, property, plant and equipment, and sales tax liability;

based on unobservable inputs for which there is little or no market data and which assumption are made about how market participants would price the assets or liabilities.

The Company used a combination of the income, cost and market approaches based on various assumptions and inputs.

Goodwill of $ 109.9 million arising from the CSI Acquisition is supported by the strategic benefits and expected synergies to be generated from the CSI Acquisition.

Goodwill is not deductible for tax purposes and has been allocated to our Contract Services reportable segment.

The acquired property, plant and equipment is stated at fair value, and depreciation on the acquired property, plant and equipment is computed using the straight-line method over the estimated remaining useful lives of each asset in line with the Company’s policies.

It is impracticable to determine the revenue and earnings recorded in the consolidated statements of operations for the year ended December 31, 2024 as we initiated the integration of a substantial portion of CSI Compressco into our ongoing operations following the close of the CSI Acquisition.

In addition, acquisition-related costs of approximately $ 26.3 million were incurred during the year ended December 31, 2024 related to external legal fees, transaction consulting fees, and due diligence costs.

These costs have been recognized in selling, general and administrative expenses in the consolidated statements of operations.

It is impracticable to determine the revenue and earnings recorded in the consolidated statements of operations for the year ended December 31, 2024 as we had initiated the integration of a substantial portion of CSI Compressco into our ongoing operations following the close of the CSI Acquisition.

Acquisition-related costs of approximately $ 0.6 million and $ 26.3 million were incurred during the years ended December 31, 2025 and 2024, respectively These costs have been recognized in selling, general and administrative expenses in the consolidated statements of operations.

Unaudited Supplemental Pro Forma Financial Information

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Therefore, the pro forma information should not be relied upon as an indication of the operating results that we would have achieved if the transaction had occurred on January 1, 2023 or the future results that we will achieve after the transactions.

The pro forma results include certain adjustments, primarily due to increases in interest expense due to additional borrowings incurred to finance the acquisition and amortization of debt issuance costs and depreciation and amortization expense.

The pro forma results include certain adjustments, primarily due to increases in interest expense due to additional borrowings incurred to finance the acquisition

and amortization of debt issuance costs and depreciation and amortization expense.

Non-recurring acquisition related costs including transaction costs, such as legal, accounting, valuation and other professional services as well as integration costs such as severance are included within the pro forma revenue and net income below.

(in thousands)

Year Ended December 31,

1 unchanged sentence

$ 59,945 $ 17,968

Sale Leaseback

On March 26, 2025, we entered into a sale-leaseback agreement with an unrelated party involving two buildings in Midland and Monahans, Texas.

Under the arrangement, the properties with a net book value of $ 8.2 million were sold for $ 5.9 million and leased back under a 15 month lease agreement.

We received cash of $ 5.5 million, net of closing costs and other fees related to the sale of the property.

The lease provides for annual base payments of $ 0.7 million and expires in June 2026.

The transaction qualifies as a sale leaseback, and as a result, we recorded a $ 2.6 million net loss on sale that is recorded within loss (gain) on sale of assets in the consolidated statements of operations.

Additionally, we established a $ 2.5 million right of use asset and operating lease liability.

Sale of Assets

On September 30, 2025, the Company sold its operations and legal entities in Mexico to a third-party buyer.

The majority of the operations were included in the Contract Services segment through the date of sale.

At the disposal date, total net assets sold were $ 34.3 million, consisting of compression equipment, inventory, and other assets.

Upon disposition, we incurred a loss of $ 33.3 million reflected in the loss (gain) on sale of assets in our consolidated statements of operations for the year ended December 31, 2025.

On September 12, 2024, the Company sold certain property, plant and equipment and other assets in the U.S.

3 unchanged sentences

Upon disposition, we incurred a loss of approximately $ 7.0 million included in loss (gain) on sale of assets in our consolidated statements of operations for the year ended December 31, 2024.

On December 9, 2024, we sold certain assets and our legal entity in Argentina.

On December 9, 2024, the Company sold certain assets and its legal entity in Argentina.

The majority of the operations were included in the Contract Services segment through the date of sale.

3 unchanged sentences

Revenue Recognition

The following table disaggregates the Company’s revenue by type and timing of provision of services or transfer of goods (in thousands) :

The following table disaggregates the Company’s revenue by type and timing of provision of services or transfer of goods:

Year Ended December 31,

(in thousands)

2025 2024 2023

31 unchanged sentences

Judgment is involved in the estimation of the progress to completion.

adjustments to the measure of the progress to completion is accounted for on a prospective basis.

Any adjustments to the measure of the progress to completion is accounted for on a prospective basis.

Changes to the scope of service are recognized as an adjustment to the transaction price in the period in which the change order is agreed upon and executed.

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The Company’s contract liabilities were $ 94.5 million as of December 31, 2025.

As of January 1, 2024 and 2023, the beginning balances for contract liabilities were $ 63.7 million and $ 57.1 million, respectively, all of which was recognized as revenue in the years ended December 31, 2024 and 2023, respectively.

As of January 1, 2025 and 2024, the beginning

balances for contract liabilities were $ 73.1 million and $ 63.7 million, respectively, all of which was recognized as revenue in the years ended December 31, 2025 and 2024, respectively.

Performance Obligations

As of December 31, 2025, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to the Company’s revenue for the Contract Services segment is $ 1.6 billion.

The Company expects to recognize these remaining performance obligations as follows (in thousands) :

2025 2026 2027 2028 2029 and thereafter Total

The Company expects to recognize these remaining performance obligations as follows:

(in thousands)

2026 2027 2028 2029 2030 Thereafter Total

Remaining performance obligations $ 887,352 $ 497,942 $ 193,129 $ 48,478 $ 14,225 $ 6,597 $ 1,647,723

2 unchanged sentences

The allowance for credit losses were $ 13.0 million and $ 12.6 million as of December 31, 2025 and 2024, respectively, which represents our best estimate of the amount of probable credit losses included within our existing accounts receivable balance.

The changes in our allowance for credit losses are as follows (in thousands) :

The changes in our allowance for credit losses are as follows:

(in thousands)

Allowances for Credit Losses

Balance at January 1, 2023

Current-period provision for expected credit losses 7,101

Write-offs charged against allowance —

1 unchanged sentence

Current-period provision for expected credit losses 4,664

Write-offs charged against allowance ( 85 )

Balance at December 31, 2024

3 unchanged sentences

Inventories, net

Inventories, net consisted of the following ( in thousands ):

Inventories, net consisted of the following:

As of December 31,

(in thousands)

Non-serialized parts $ 92,050 $ 93,060

3 unchanged sentences

Property, Plant and Equipment, net

Property, plant and equipment, net consisted of the following ( in thousands ):

Property, plant and equipment, net consisted of the following:

As of December 31,

(in thousands)

Compression equipment $ 4,391,894 $ 4,175,804

22 unchanged sentences

Goodwill and Identifiable Intangible Assets, net

The carrying amount of goodwill, including changes therein is shown below ( in thousands ):

The carrying amount of goodwill, including changes therein, in the Contract Services segment is below:

(in thousands)

Balance as of December 31, 2023 $ 305,553

Acquisition of CSI Compressco (1)

Measurement period adjustment (1)

Allocated to disposal group (2)

Balance as of December 31, 2024 $ 415,213

Acquisitions and Divestitures for additional information related to the CSI acquisition.

Acquisitions and Divestitures for additional information related to the sale of assets.

Mexico Divestiture (1)

Balance as of December 31, 2025

Acquisitions and Divestitures for more details.

Intangible Assets

The Company’s identifiable intangible assets were as follows ( in thousands ):

The Company’s identifiable intangible assets were as follows:

As of December 31, 2025 As of December 31, 2024

(in thousands)

Original Cost Accumulated

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As of December 31, 2025 and 2024, the remaining weighted average amortization period for identifiable intangible assets recognized is 11.0 and 12.4 years, respectively.

Estimated future amortization expense related to intangible assets as of December 31, 2024, is as follows ( in thousands ):

Estimated future amortization expense related to intangible assets as of December 31, 2025, is as follows:

(in thousands)

Years ending December 31,

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Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Leases are presented in our consolidated balance sheet as follows (in thousands) :

Leases are presented in our consolidated balance sheet as follows:

As of December 31,

(in thousands)

Classification 2025 2024

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Total finance lease liabilities $ 6,629 $ 5,442

The components of total lease cost were as follows (in thousands) :

The components of total lease cost were as follows:

For the Year Ended December 31,

(in thousands)

2025 2024 2023

22 unchanged sentences

Operating leases 5.64 years 6.56 years 7.50 years

Finance leases 3.07 years — —

Finance leases 2.97 years 3.07 years —

Weighted-average discount rate:

1 unchanged sentence

Finance leases 6.4 % 6.1 % — %

Future minimum lease payments, under non-cancelable operating and finance leases with terms in excess of one year, as of December 31, 2024 are as follows ( in thousands):

Future minimum lease payments, under non-cancelable operating and finance leases with terms in excess of one year, as of December 31, 2025 are as follows :

(in thousands)

Operating leases Finance leases

8 unchanged sentences

Total lease liabilities $ 49,187 $ 6,629

As of December 31, 2024, we had an additional operating lease that has not yet commenced for office space with lease obligations of $ 8.1 million.

The operating lease will commence starting in 2029 with a lease term of approximately 7 years.

As of December 31, 2025, we entered into two additional operating leases that has not yet commenced for building and land with lease obligations of $ 47.4 million.

The operating leases will commence starting in 2026 with a lease term of approximately 15.1 and 20.1 years.

Long-Lived and Other Asset Impairment

For the year ended December 31, 2025, certain capitalized internal-use software costs associated with legacy systems was written off as they were no longer in use given the implementation of a new enterprise resource planning system.

As a result, we recorded an impairment of $ 6.3 million.

For the year ended December 31, 2024, we determined that certain events occurred to a group of non-operating compression units associated with a certain customer in bankruptcy that indicated the carrying value of assets may not be recoverable.

As a result, we recorded an impairment of compression equipment of $ 9.9 million.

No impairment was recorded, and no triggering events were identified for the years ended December 31, 2023 and 2022.

There were no impairment or triggering events for the year ended December 31, 2023 .

Debt and Credit Facilities

Long-term debt consisted of the following (in thousands) :

Long-term debt consisted of the following:

As of December 31,

(in thousands)

ABL Facility $ 464,647 $ 1,875,097

2029 Senior Notes 750,000 750,000

2033 Senior Notes 770,000 —

2035 Senior Notes 630,000 —

Total debt outstanding 2,614,647 2,625,097

unamortized debt issuance costs ( 43,188 ) ( 38,886 )

unamortized debt premiums 4,145 —

unamortized debt issuance cost ( 63,542 ) ( 43,188 )

Long-term debt, net of unamortized debt issuance cost 2,555,250 2,581,909

1 unchanged sentence

Total long-term debt and other borrowings $ 2,555,645 $ 2,587,648

Kodiak and its subsidiary, Kodiak Services, are borrowers under a revolving asset-based loan credit facility (the “ABL Facility”) with unaffiliated secured lenders and JPMorgan Chase Bank, N.A., as administrative agent.

On March 22, 2023, Kodiak and Kodiak Services entered into the Fourth Amended and Restated Credit Agreement 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”) which mainly served to extend the maturity date to March 2028.

The total commitments under the facility are $ 2.2 billion.

As of December 31, 2024, there was $ 2.4 million in letters of credit outstanding under the ABL Facility.

Pursuant to the ABL Credit Agreement, the Company must comply with certain restrictive covenants, including a minimum interest coverage ratio of 2.5 x and a maximum Leverage Ratio (calculated based on the ratio of Total Indebtedness to EBITDA, each as defined in the ABL Credit Agreement), and beginning for the quarter ended June 30, 2024, a Secured Leverage Ratio (calculated based on the ratio of Senior Secured Debt to EBITDA).

The maximum Leverage Ratio is (i) 5.75 to 1.00 through the fiscal quarter ending March 31, 2025 and (ii) 5.25 to 1.00 for each fiscal quarter thereafter.

The maximum Secured Leverage Ratio is (i) 3.75 to 1.00 through the fiscal quarter ending March 31, 2025 and (ii) 3.25 to 1.00 for each fiscal quarter thereafter.

On September 5, 2025, Kodiak and Kodiak Services entered into the Fourth Amendment to the Fourth Amended and Restated Credit Agreement (the “Fourth 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 Fourth Amendment, among other things, reduces the interest rate margins applicable to loans under the ABL Facility, reduces overall commitments under the ABL Facility to $ 2.0 billion, provides for a flat unused commitment fee of 0.25 %, modifies the calculation of various leverage ratios, modifies certain borrowing base provisions, and extends the maturity date from March 2028 to September 2030 or November 16, 2028 if aggregate principal amount of the 2029 Senior Notes outstanding on such date exceeds $ 200.0 million.

As of December 31, 2025, there were $ 1.4 million in letters of credit outstanding under the ABL Facility.

Lender fees and costs totaling $ 12.0 million were incurred related to the Fourth Amendment and are amortized over the life of the loan to interest expense.

Pursuant to the ABL Credit Agreement, the Company must comply with certain restrictive covenants, including a minimum interest coverage ratio of 2.5 x and a maximum Leverage Ratio (calculated 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 ABL Credit Agreement), and a Secured Leverage Ratio (calculated based on the ratio of (a) an amount equal to (i) Senior Secured Debt minus (ii) the lesser of (A) unrestricted cash and certain cash equivalents and (B) $ 50.0 million to (b) EBITDA).

The maximum Leverage Ratio is 5.25 to 1.00.

The maximum Secured Leverage Ratio is 3.25 to 1.00 for each fiscal quarter.

The ABL Credit Agreement also restricts the Company’s ability to:

14 unchanged sentences

As of December 31, 2025, and 2024, availability under the ABL Facility was in excess of the specified threshold, and, as such, the entire balance was classified as long-term in accordance with its maturity.

Third Amendment to Fourth Amended and Restated Credit Agreement

On January 22, 2024, Kodiak entered into the Third Amendment to the ABL Credit Agreement (the “Third Amendment”).

The Third Amendment, among other things, amended certain provisions of the ABL Facility (i) to accommodate the consummation of the transactions contemplated by the Merger Agreement (see Note 3.

Acquisitions and Divestitures) and (ii) to account for the Company’s organizational structure after giving effect to the transactions contemplated by the Merger Agreement.

Lender fees and costs totaling $ 2.9 million were incurred related to the Third Amendment and will be amortized over the life of the ABL Credit Agreement to interest expense.

In addition, the Third Amendment amended the ABL Facility to (i) update the maximum secured leverage ratio to (x) 3.75 to 1.00 for the first four fiscal quarters after the Company issues any unsecured indebtedness and (y) 3.25 to 1.00 for each fiscal quarter thereafter, (ii) modify the triggers for commencing a “cash dominion” period (i.e., a period when the administrative agent applies proceeds in the deposit accounts to reduce borrowings under the ABL Credit Agreement) (iii) include customary provisions relating to the designation of “unrestricted subsidiaries” (i.e., subsidiaries that are not required to become loan parties or be bound by the covenants contained in the ABL Credit Agreement), (iv) provide that only material domestic restricted subsidiaries are required to become guarantors and collateral grantors under the ABL Facility, and (v) permit the Company and its restricted subsidiaries to incur additional indebtedness and liens and to make additional investments, dividends, distributions, redemptions and dispositions.

Interest is payable monthly.

Depending on the loan type elected by the Company, interest accrues based on variable rates of SOFR plus an applicable rate ranging from 2 % to 3 % or prime rate plus an applicable rate ranging from 1 % to 2 % depending on the type of loan and the leverage ratio.

The weighted average interest rate as of December 31, 2024 and 2023, was 6.8 % and 8.8 %, respectively, excluding the effect of interest rate swaps.

The Company pays an annualized commitment fee of 0.25 % on the unused portion of its ABL Facility if borrowings are greater than 50 % of total commitments and 0.50 % on the unused portion of the ABL Facility if borrowings are less than 50 % of total commitments .

Interest on the outstanding borrowings under the ABL Facility is payable monthly.

Depending on the loan type elected by the Company, interest 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.

The weighted average interest rate on the ABL Facility as of

December 31, 2025, and 2024, was 5.72 % and 6.80 %, respectively, excluding the effect of interest rate swaps.

The Company pays an annualized commitment fee of 0.25 % on the unused portion of its ABL Facility.

All obligations under the ABL Facility are collateralized by essentially all the assets of the Company.

1 unchanged sentence

2029 Senior Notes

On February 2, 2024, Kodiak Services issued $ 750.0 million aggregate principal amount of 7.25 % senior notes due 2029 (the “2029 Senior Notes”), pursuant to an indenture, by and among the Company as guarantor and certain other subsidiary guarantors party thereto and U.S.

On February 2, 2024, Kodiak Services issued 750.0 million aggregate principal amount of 7.25 % senior notes due 2029 (the “2029 Senior Notes”), pursuant to an indenture, dated February 2, 2024, by and among the Company and certain other subsidiary guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee.

Prior to February 15, 2026, the Company may redeem all or part of the 2029 Senior Notes at a redemption price equal to 100 % of the principal amount of the 2029 Senior Notes plus a make-whole premium, plus accrued and unpaid interest.

This make-whole premium is determined as the excess, if any, of (a) the present value at such time of (i) the redemption price of the 2029 Senior Notes at February 15, 2026 plus (ii) any required interest payments due through February 15, 2026, computed using a discount rate equal to the applicable treasury rate plus 0.50 %, discounted to the redemption date on a semi-annual basis, over (b) the principal amount of the 2029 Senior Notes.

Prior to February 15, 2026, the Company may also redeem up to 40 % of the aggregate principal amount of the 2029 Senior Notes, limited to the net cash proceeds of one or more equity offerings, at a redemption price of 107.25 % of the principal amount of the 2029 Senior Notes to be redeemed, plus any accrued and unpaid interest, as long as at least 50 % of the aggregate principal amount of the 2029 Senior Notes originally issued remains outstanding after each such redemption and the redemption occurs within 180 days after the date of the closing of such equity offering.

On and after February 15, 2026, the Company may redeem all or a portion of the 2029 Senior Notes, along with accrued and unpaid interest at the redemption prices (expressed as percentages of principal amount) as follows, if redeemed during the twelve-month period beginning on February 15 of the years indicated below:

The 2029 Senior Notes are redeemable at the Company’s option, in whole or in part, prior to February 15, 2026, at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium and accrued and unpaid interest to the redemption date.

This make-whole premium is determined as the excess, if any, of the present value at such time of the redemption plus any required interest payments through February 15, 2026, discounted semi-annually to the redemption date using the applicable treasury rate plus 0.50 % over the principal amount of the 2029 Senior Notes.

Prior to February 15, 2026, the Company may also redeem up to 40 % of the aggregate principal amount of the 2029 Senior Notes using an amount not greater than the net cash proceeds from certain equity offerings at a redemption price of 107.250 % of the principal amount, plus accrued and unpaid interest up to the redemption date, provided that at least 50 % of the original aggregate principal amount remains outstanding following such redemption and the redemption occurs within 180 days following the equity offering’s closing.

On or after February 15, 2026, Kodiak Services may, on one or more occasions, redeem any or all of the 2029 Senior Notes at the redemption prices set forth below plus accrued and unpaid interest up to the redemption date, beginning on February 15 of the years indicated below:

Percentage of Principal Amount

2026 103.625 %

1 unchanged sentence

2028 and thereafter 100.000 %

If the Company or Kodiak Services experiences certain kinds of changes of control and Moody’s Investors Service, Inc.

(“Moody’s”), S&P Global Ratings (“S&P”) or Fitch Ratings, Inc.

(“Fitch”) decreases their rating of the 2029 Senior Notes as a result thereof within 60 days, holders of the 2029 Senior Notes will be entitled to require Kodiak Services to repurchase all or any part of that holder’s notes at a price of 101 % of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to the date of settlement.

The Indenture contains certain covenants that limit the ability of the Company and its restricted subsidiaries, including Kodiak Services, to make distributions on, purchase or redeem the Company’s equity interests or repurchase or redeem contractually subordinated indebtedness;

make certain investments;

incur or guarantee additional indebtedness, issue any disqualified stock, or issue other preferred securities (other than non-economic preferred securities);

create or incur certain liens to secure indebtedness;

sell or otherwise dispose of assets;

consolidate with or merge with or into another person;

enter into transactions with affiliates;

and create unrestricted subsidiaries.

If the 2029 Senior Notes achieve an investment grade rating from any two of Moody’s, S&P and Fitch and no default under the Indenture exists, many of the foregoing covenants will terminate.

The Indenture also contains customary events of default.

Fees and costs totaling $ 13.4 million were incurred related to the 2029 Senior Notes and will be amortized over the life of the 2029 Senior Notes to interest expense.

The proceeds from the 2029 Senior Notes were used to repay a portion of the outstanding indebtedness under the ABL Facility and to pay related fees and expenses in connection with the 2029 Senior Notes offering.

In connection with the close of the CSI Acquisition on April 1, 2024, the Company used proceeds from additional draws on the ABL Facility to repay, terminate and/or redeem all of CSI Compressco’s existing outstanding indebtedness, except for certain equipment financing obligations, and pay fees and expenses related to the notes offering and the CSI Acquisition.

A wholly owned subsidiary of Kodiak had a term loan (the “Term Loan”), pursuant to a credit agreement with unaffiliated unsecured lenders and Wells Fargo Bank, N.A., as administrative agent.

On June 29, 2023, the Company terminated all interest rate swaps and collars attributable to the Term Loan and recognized a gain on derivatives and received cash of $ 25.8 million (the “Term Loan Derivative Settlement”).

On July 3, 2023, in connection with the initial public offering (“IPO”), the Company used the net proceeds from the IPO, together with the proceeds resulting from the Term Loan Derivative Settlement and borrowings under the ABL Facility, to repay $ 300 million of borrowings outstanding under the Term Loan.

Additionally, a subsidiary of Kodiak entered into a Novation, Assignment, and Assumption Agreement (“Novation Agreement”) with Frontier TopCo Partnership, L.P.

(“Kodiak Holdings”), an affiliate of EQT and holder of record of Kodiak Gas Services, Inc.

common stock, pursuant to which all of the Company’s remaining obligations under the Term Loan were assumed by Kodiak Holdings, and the Company’s obligations thereunder were terminated.

The Company is no longer a borrower or guarantor and is not otherwise obligated with respect to the debt outstanding under the Term Loan.

As part of the $ 300 million repayment of the Term Loan, unamortized debt issuance costs of $ 4.4 million and fees of $ 2.4 million were recorded to loss on extinguishment for the year ended December 31, 2023.

The carrying value of the Term Loan novated under the Novation Agreement of $ 689.8 million (comprised of $ 700.0 million of principal balance less $ 10.2 million of unamortized debt issuance costs) was considered an equity transaction with the parent and recorded to additional paid-in capital in the consolidated statement of stockholder's equity.

As of December 31, 2024, the scheduled maturities, without consideration of potential mandatory prepayments, of the Company's long-term debt were as follows ( in thousands ):

Year ended December 31,

2028 1,875,097

Fees and costs totaling $ 13.4 million were incurred related to the 2029 Senior Notes and are amortized over the life of the notes to interest expense.

The net proceeds from the 2029 Senior Notes were used to repay a portion of the outstanding indebtedness under the ABL Facility and to pay related fees and expenses in connection with the 2029 Senior Notes offering.

2033 Senior Notes

On September 5, 2025, Kodiak Services issued $ 600.0 million in aggregate principal amount of 6.50 % senior unsecured notes due 2033 (the “2033 Senior Notes”).

On September 22, 2025, Kodiak Services completed a private offering of an additional $ 170.0 million of 2033 Senior Notes for proceeds of $ 173.4 million.

The excess fair value above the face value was recognized as a bond premium, which is amortized as a reduction in interest expense over the remaining term of the 2033 Senior Notes.

The net proceeds from the 2033 Senior Notes were used by the Company to repay a portion of the debt outstanding under the ABL Facility.

The 2033 Senior Notes are redeemable at the Company’s option, in whole or in part, prior to October 1, 2028, at a redemption price equal to 100 % of their principal amount plus a “make-whole” premium and any accrued and unpaid interest up to the redemption date.

This make-whole premium is determined as the excess, if any, of the present value at such time of the redemption plus any required interest payments through October 1, 2028, discounted semi-annually to the redemption date using the applicable treasury rate plus 0.50 % over the principal amount of the 2033 Senior Notes.

Prior to October 1, 2028, the Company may also redeem up to 40 % of the aggregate principal amount of the 2033 Notes using an amount not greater than the net cash proceeds from certain equity offerings at a redemption price of 106.500 % of the principal amount plus any accrued and unpaid interest up to the redemption date, provided that at least 50 % of the original aggregate principal amount remains outstanding following such redemption and the redemption occurs within 180 days following the equity offering’s closing.

On or after October 1, 2028, Kodiak Services may, on one or more occasions, redeem any or all of the 2033 Notes at the redemption prices set forth below plus accrued and unpaid interest up to the redemption date, beginning on April 15 of the specified years indicated below.

Percentage of Principal Amount

2030 and thereafter

Fees and costs totaling $ 11.0 million were incurred related to the 2033 Senior Notes and are amortized over the life of the notes to interest expense.

2035 Senior Notes

On September 5, 2025, Kodiak Services issued $ 600.0 million in aggregate principal amount of 6.750 % senior unsecured notes due 2035 (the “2035 Senior Notes”).

On September 22, 2025, Kodiak Services completed a private offering of an additional $ 30.0 million of 2035 Senior Notes for proceeds of $ 30.9 million.

The excess fair value above the face value was recognized as a bond premium, which is amortized as a reduction in interest expense over the remaining term of the 2035 Senior Notes.

The net proceeds from the 2035 Senior Notes were utilized for the same purposes described above for the 2033 Senior Notes.

The 2035 Senior Notes are redeemable at the Company’s option, in whole or in part, prior to October 1, 2030, at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium and any accrued and unpaid interest up to the redemption date.

This make-whole premium is determined as the excess, if any, of the present value at such time of the redemption plus any required interest payments through October 1, 2030, discounted semi-annually to the redemption date using the applicable treasury rate plus 0.50 % over the principal amount of the 2035 Senior Notes.

Prior to October 1, 2030, the Company may also redeem up to 40 % of the aggregate principal amount of the 2035 Senior Notes using an amount not greater than the net proceeds of certain equity offerings at a redemption price of 106.750 % of the principal amount plus any accrued and unpaid interest up to the redemption date, provided that at least 50 % of the original aggregate principal amount remains outstanding following such redemption and the redemption occurs within 180 days following the equity offering’s closing.

On or after October 1, 2030, Kodiak Services may, on any one or more occasions, redeem all or part of the 2035 Notes at the redemption prices set forth below plus accrued and unpaid interest up to the redemption date, beginning on April 15 of the years indicated below:

Percentage of Principal Amount

2033 and thereafter

Fees and costs totaling $ 9.9 million were incurred related to the 2035 Senior Notes and are amortized over the life of the notes to interest expense.

The indentures governing the 2029 Senior Notes, 2033 Senior Notes and 2035 Senior Notes contain covenants that, subject to certain exceptions and qualifications, limit the ability of the Company and its restricted subsidiaries to:

(i) make distributions on, purchase or redeem equity interests or repurchase or redeem subordinated indebtedness;

(ii) make certain investments;

(iii) incur or guarantee additional indebtedness, issue disqualified stock, or issue other preferred securities (except non-economic preferred securities);

(iv) create certain liens to secure indebtedness;

(v) sell or otherwise dispose of assets;

(vi) consolidate with or merge into another entity;

(vii) engage in transactions with affiliates;

and (viii) create unrestricted subsidiaries.

Many of these covenants terminate if the Notes achieve an investment grade rating from any two of Moody’s, S&P, and Fitch, and no default under the indentures exists.

The indentures governing the 2029 Senior Notes, 2033 Senior Notes and 2035 Senior Notes also contain customary events of default.

As of December 31, 2025, the scheduled maturities of the Company's long-term debt were as follows:

(in thousands)

Years ended December 31,

Thereafter 1,400,000

Total $ 2,615,042

Debt Issuance Costs

The total remaining unamortized debt issuance costs of $ 43.2 million, as of December 31, 2024, are being amortized over the respective terms of the ABL Facility and 2029 Senior Notes.

As of December 31, 2023, debt issuance costs of $ 38.9 million were being amortized over the term of the ABL Facility.

Amortization expense related to these costs of $ 12.0 million, $ 13.6 million and $ 13.7 million for year ended December 31, 2024, 2023 and 2022, respectively, are included in interest expense in the accompanying consolidated statements of operations.

Other Borrowings

Upon the completion of the CSI Acquisition, the Company has finance agreements with a third-party in the amount of $ 11.4 million to finance certain compression equipment.

The notes were payable in monthly installments totaling $ 0.7 million for 36 months.

As of December 31, 2024, amounts due under the finance agreements totaled $ 5.7 million.

The current portion of this amount, $ 5.3 million, is classified in accrued liabilities and the long-term portion, $ 0.4 million, is classified in other long-term liabilities on the accompanying consolidated balance sheet.

Upon the completion of the CSI Acquisition, the Company assumed finance agreements with a third-party in the amount of $ 11.4 million to finance certain compression equipment.

The obligations under the finance agreements were payable in monthly installments totaling $ 0.7 million for 36 months from inception, which was fully repaid in early 2026.

As of December 31, 2024, amounts due under the finance agreements was $ 5.7 million.

Derivative Instruments

The Company has entered into interest rate swaps exchanging variable interest rates for fixed interest rates.

In prior periods, the Company entered into interest rate collars that fixed interest rates within a range through the simultaneous purchase of an interest rate cap and sale of an interest rate floor.

The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative or trading purposes.

The Company’s derivative instruments are recognized on the consolidated balance sheets at fair value and classified as current or long-term depending on the maturity date of the derivative instrument and whether the net carrying value is in a net asset or net liability position.

Realized and unrealized gains and losses associated with the derivative instruments are recognized in gain on derivatives within the consolidated statements of operations.

On June 29, 2023, the Company terminated $ 750 million of notional amounts related to interest rate swaps and collars attributable to the Term Loan and recognized a gain on derivatives of $ 25.8 million during the year ended December 31, 2023.

The table below summarizes information related to the notional amount and maturity dates for interest rate swaps at December 31, 2024:

Notional Amount Effective Date Maturity Date

$ 200,000,000 6/16/2022 6/14/2025

$ 125,000,000 5/2/2024 9/2/2025

$ 125,000,000 12/6/2024 12/6/2025

$ 75,000,000 6/15/2022 6/14/2026

$ 125,000,000 6/22/2022 6/22/2026

$ 125,000,000 12/1/2024 12/6/2026

$ 100,000,000 5/2/2024 3/2/2027

$ 75,000,000 6/14/2022 5/18/2027

$ 100,000,000 6/21/2022 5/19/2027

$ 200,000,000 7/8/2022 5/29/2027

The Company has entered into an interest rate swap, exchanging variable interest rates for fixed interest rates.

Effective January 1, 2025, the Company designated the interest rate swap as a cash flow hedge derivative instrument, evaluated hedge effectiveness and determined it to be highly effective.

Following the Fourth Amendment to the ABL Facility, the Company entered into a new interest rate swap to reflect revised loan terms.

Accordingly, the prior hedging relationship was discontinued, resulting in the reclassification of $ 7.7 million, net of $ 1.4 million of taxes, from accumulated other comprehensive income (loss) to interest expense.

Effective September 5, 2025, the new interest rate swap was formally designated as a cash flow hedge to manage variability in cash flows related to forecasted interest payments.

At inception of the hedge relationship, and upon ongoing assessment, the Company determined the hedging relationship to be highly effective in offsetting changes in expected cash flows due to interest rate risk.

Fair Value Measurements for details on the valuation of the interest rate swaps.

The table below summarizes the amortization schedule related to the interest rate swap, which matures on September 5, 2030:

Notional Amount Period End

$ 325,000,000 9/5/2030

The following table summarizes the effects of the Company’s derivative instruments in the consolidated statements of operations ( in thousands ):

Location December 31,

The following table summarizes the effects of the Company’s derivative instruments in the consolidated statements of operations:

(in thousands)

2025 2024 2023

Interest rate collars Gain on derivatives $ — $ — $ 59,591

Interest rate swaps Gain on derivatives 24,017 20,266 23,525

Total gain on derivatives $ 24,017 $ 20,266 $ 83,116

Gain (loss) on cash flow hedges:

Interest expense $ ( 2,511 ) $ — $ —

Gain (loss) on derivatives not designated as hedging instruments:

Gain on derivatives $ — $ 24,017 $ 20,266

Fair Value Measurements

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, derivative instruments and long-term debt.

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable are representative of their respective Level 1 fair values due to the short-term maturity of these instruments.

The carrying amounts of cash and cash equivalents, accounts

receivable and accounts payable are representative of their respective Level 1 fair values due to the short-term maturity of these instruments.

The Company’s ABL Facility applies floating interest rates to outstanding amounts;

therefore, the carrying amount of the ABL Facility approximates its Level 3 fair value.

The fair value of the 2029 Senior Notes is determined using Level 2 inputs, relying on quoted prices in less active markets.

The fair value of the 2029 Senior Notes, 2033 Senior Notes, and 2035 Senior Notes are determined using Level 2 inputs, relying on quoted prices in less active markets.

The Company records derivative instruments at fair value using Level 2 inputs of the fair value hierarchy.

The interest rate swaps are valued using a discounted cash flow analysis based on available market data on the expected cash flows of each derivative using observable inputs, including interest rate curves and credit spreads.

The interest rate swap is valued using a discounted cash flow analysis based on available market data on the expected cash flows of each derivative using observable inputs, including interest rate curves and credit spreads.

Derivative Instruments for more details.

The contingent consideration liability from a prior year acquisition is measured at fair value each reporting period, using Level 3 unobservable inputs (such as probability assessments of future cash flows), and changes in estimates of fair value are recognized in earnings.

We consider the inputs for our long-lived asset impairment calculations to be Level 3 inputs in the fair value hierarchy.

Long-Lived and Other Asset Impairment for additional information.

The following table summarizes the fair value of the Company's interest rate swaps, contingent consideration, the ABL Facility, and the 2029 Senior Notes ( in thousands ):

Carrying Value As of December 31, 2024

On April 1, 2024, we completed the acquisition of CSI Compressco.

The measurements of assets acquired and liabilities assumed were based on significant unobservable inputs and are therefore classified as Level 3 measurements.

Acquisitions and Divestitures for additional information.

The following table summarizes the fair value of our interest rate swap measured at fair value on a recurring basis and our long‑term debt disclosed at fair value:

Carrying Value (1)

As of December 31, 2025

(in thousands)

Level 1 Level 2 Level 3 Total

Interest rate swap- current $ 3,672 $ — $ 3,672 $ — $ 3,672

Interest rate swap- non-current 17,544 — 17,544 — 17,544

Contingent consideration 3,651 — — 3,651 3,651

Interest rate swap- non-current asset $ 4,664 $ — $ 4,664 $ — $ 4,664

2029 Senior Notes 750,000 — 780,360 — 780,360

2033 Senior Notes 770,000 — 786,686 — 786,686

2035 Senior Notes 630,000 — 647,854 — 647,854

ABL Facility 464,647 — — 464,647 464,647

Carrying Value As of December 31, 2023

Carrying Value (1)

As of December 31, 2024

Level 1 Level 2 Level 3 Total

Interest rate swap- current $ 8,194 $ — $ 8,194 $ — $ 8,194

Interest rate swap- non-current 14,256 — 14,256 — 14,256

Contingent consideration 3,673 — — 3,673 3,673

Interest rate swap- current asset $ 3,672 $ — $ 3,672 $ — $ 3,672

Interest rate swap- non-current asset 17,544 — 17,544 — 17,544

2029 Senior Notes 750,000 — 765,483 — 765,483

ABL Facility 1,875,097 — — 1,875,097 1,875,097

Debt and Credit Facilities for a reconciliation of the long-term debt’s presentation in the consolidated balance sheets.

Stockholders’ Equity

On July 3, 2023, 16.0 million shares of common stock were issued and sold as part of the closing of the IPO, resulting in net proceeds of $ 230.8 million, after deducting expenses and underwriting discounts and commissions payable by us.

On July 13, 2023, the underwriters exercised in full their option to purchase additional shares of common stock pursuant to the underwriting agreement relating to the IPO.

On July 13, 2023, the Company issued and sold an additional 2.4 million shares of common stock at a price to the public of $ 16.00 per share.

The Company received net proceeds of approximately $ 36.2 million, after deducting underwriting discounts and commissions payable.

The net proceeds were used for repayment of existing indebtedness and general corporate purposes.

After giving effect to these transactions, Kodiak had 77.4 million shares of common stock issued and outstanding as of December 31, 2023.

On April 1, 2024, 6.8 million shares of common stock and 5.6 million of preferred shares were issued in connection with the CSI Acquisition.

Share Repurchases

On September 11, 2024, the Company repurchased 1.0 million shares of common stock from Kodiak Holdings in a private transaction at a price of $ 25.00 per share for an aggregate purchase price of $ 25.0 million.

In November 2024, the Kodiak’s board of directors (“Board”) approved a share repurchase program to buy up to an aggregate of $ 50.0 million of our outstanding common stock (the “Share Repurchase Program”), which expires on December 31, 2025.

On November 14, the Company repurchased shares of common stock from Kodiak Holdings in a private transaction, pursuant to the Share Repurchase Program, at an average price of $ 34.50 for an aggregate purchase price of $ 15.0 million.

As of December 31, 2024, $ 35.0 million remains available for repurchase.

The following table summarizes repurchases of our common stock for the year ended December 31, 2024:

(in thousands, except per share amounts) Year ended December 31, 2024

During March 2025, the Company repurchased 270,000 shares of common stock through open-market purchases, pursuant to the share repurchase program approved by our Board of Directors on November 14, 2024 and amended on August 4, 2025 (the “Share Repurchase Program”), at an average price including commission of $ 36.87 for an aggregate purchase price of approximately $ 10.0 million.

Pursuant to the Share Repurchase Program, in May 2025, the Company repurchased 277,662 shares of common stock from Frontier TopCo Partnership, L.P, an affiliate of EQT AB in a private transaction at a price of $ 36.02 per share for an aggregate purchase price of approximately $ 10.0 million.

Pursuant to the Share Repurchase Program, in August 2025, the Company repurchased 1.5 million shares of common stock from Frontier TopCo Partnership, L.P, an affiliate of EQT AB in a private transaction at a price of $ 33.14 per share for an aggregate purchase price of approximately $ 50.0 million.

Pursuant to the Share Repurchase Program, in November 2025, the Company repurchased 1.0 million shares of common stock from Frontier TopCo Partnership, L.P, an affiliate of EQT AB in a private transaction at a price of $ 33.34 per share for an aggregate purchase price of approximately $ 33.3 million.

As of December 31, 2025, $ 31.7 million remains available for repurchase under the Share Repurchase Program.

The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

During the year ended December 31, 2025, we reflected $ 0.7 million of the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in accrued expenses and other liabilities on our consolidated balance sheets.

During the year ended December 31, 2024, Kodiak’s stock issuances exceeded repurchases so no excise tax was imposed.

The following table summarizes repurchases of our common stock for the years ended December 31, 2025 and 2024 :

(in thousands, except per share amount) Year ended December 31, 2025 Year ended December 31, 2024

Total cost of shares repurchased $ 103,968 $ 40,000

9 unchanged sentences

Each preferred stock holds an equal number of OpCo Units, representing economic interests in Kodiak’s subsidiary, Kodiak Services.

On or after April 1, 2029, Kodiak shall have the right to effect redemption of such OpCo Units (along with corresponding share of preferred stock).

The OpCo Units represent and will be accounted for as noncontrolling interests in Kodiak Services.

As of December 31, 2024, a total of 4.7 million shares of preferred stock and OpCo Units had been converted into an equivalent number of common stock shares.

No such conversions had occurred as of December 31, 2023.

During the years ended December 31, 2025, and 2024, a total of 0.5 million and 4.7 million shares of preferred stock and OpCo Units had been converted into an equivalent number of common stock shares.

2023 Omnibus Incentive Plan

2 unchanged sentences

The Omnibus Plan enables Kodiak’s Board (or a committee authorized by Kodiak’s Board) to award incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards and substitute awards intended to align the interests of service providers, including the Company’s named executive officers, with those of the Company’s stockholders.

A total of 6.4 million shares of common stock have been reserved for issuance pursuant to awards under the Omnibus Plan.

As of December 31, 2025, a total of 5.8 million shares of common stock have been reserved for issuance pursuant to awards under the Omnibus Plan.

Restricted Stock Units

4 unchanged sentences

With respect to each PSU, each PSU holder is granted associated dividend equivalents rights.

In the event that the Company declares and pays a regular cash dividend, on the record date for such dividend, the Company will accrue a dividend equivalent based on the number of PSUs expected to vest.

In the event that the Company declares and pays a regular cash dividend, on the record date for such dividend, the Company will accrue a

dividend equivalent based on the number of PSUs expected to vest.

The fair value of the market condition within the PSUs is determined using a Monte Carlo valuation model.

5 unchanged sentences

Awards cancelled or forfeited, and shares withheld to satisfy tax withholding obligations, become available for future issuance.

The following table summarizes award activity under the Omnibus Plan for the years ended December 31, 2024 and 2023:

The following table summarizes award activity under the Omnibus Plan for the year ended December 31, 2025:

RSUs Weighted-

3 unchanged sentences

Outstanding at December 31, 2024

Granted 513,659 25.29 261,767 28.88

Converted awards (1)

1,189,109 $ 19.81 756,025 $ 22.16

Granted 663,009 34.73 234,165 33.95

Vested or exercised ( 616,985 ) 21.96 ( 39,177 ) 22.27

Forfeited ( 231,168 ) 17.74 ( 18,522 ) 19.51

Performance adjustment (2)

— — 207,190 21.11

Forfeited or cancelled ( 53,640 ) 22.61 ( 32,778 ) 28.62

Outstanding at December 31, 2025

1,181,493 $ 26.94 918,235 $ 24.93

Stock awards expected to vest 1,181,493 $ 26.94 918,235 $ 24.93

Represents awards originally granted under CSI Compressco's 2011 Plan, which were subsequently converted into RSU awards under the Omnibus Plan.

Represents additional shares expected to vest based on the probability of the performance conditions exceeding the target level.

As of December 31, 2024, the total future compensation cost related to non-vested equity awards was approximately $ 26.2 million assuming the performance-based restricted stock units vest at 138 % per the terms of the applicable award.

During the years ended December 31, 2024 and 2023, approximately $ 17.7 million and $ 5.9 million in stock compensation expense was recognized in selling, general and administrative expenses, respectively.

There was no such expense under the Omnibus Plan recorded for the year ended December 31, 2022.

The total tax benefit related to stock-based compensation recorded as deferred tax assets was $ 3.3 million, $ 0.9 million and zero for the years ended December 31, 2024, 2023 and 2022, respectively.

The following table summarizes dividends declared and paid in each of the quarterly periods shown of 2024 and 2023:

Dividends per Common Share Dividends Paid

(in thousands)

As of December 31, 2025, the total future compensation cost related to non-vested equity awards was approximately $ 30.7 million to be recognized over the weighted-average period of 1.9 years, assuming the performance-based restricted stock units vest at 126 % per the terms of the applicable award.

During the years ended December 31, 2025, 2024 and 2023, approximately $ 24.5 million, $ 17.7 million and $ 5.9 million in equity compensation expense was recognized in selling, general and administrative expenses, respectively.

The total tax benefit related to stock-based compensation recorded as deferred tax assets was $ 5.5 million, $ 3.3 million and $ 0.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The following table summarizes dividends declared and paid in each of the quarterly periods shown for 2025, 2024 and 2023:

(in thousands, except per share) Dividends per Common Share Dividends Paid

Q1 $ 0.41 $ 36,956

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Q1 $ 0.38 $ 29,815

On February 3, 2025, the Company’s Board declared a cash dividend of $ 0.41 per share for the quarterly period ended December 31, 2024, which is payable on February 21, 2025, to shareholders of record as of the close of business on February 14, 2025 (the “Common Stock Dividend”) and, in conjunction with the Common Stock Dividend, Kodiak Services declared a distribution on its units of $ 0.41 per unit payable on February 21, 2025 to all unitholders of record of Kodiak Services as of the close of business on February 14, 2025.

Q2 0.38 32,578

Q3 0.41 35,113

Q4 0.41 36,380

Q4 $ 0.38 $ 29,793

On January 28, 2026, the Company’s Board declared a cash dividend of $ 0.49 per share for the quarterly period ended December 31, 2025, which was payable on February 20, 2026, to shareholders of record as of the close of business on February 13, 2026 (the “Common Stock Dividend”) and, in conjunction with the Common Stock Dividend, Kodiak Services declared a distribution on its units of $ 0.49 per unit payable on February 20, 2026 to all unitholders of record of Kodiak Services as of the close of business on February 13, 2026.

Commitments and Contingencies

Accrued Capital Expenditures

As of December 31, 2024, 2023 and 2022, the Company has accrued capital expenditures of $ 12.5 million, $ 30.5 million and $ 28.8 million, respectively.

As of December 31, 2025, 2024 and 2023, the Company had accrued capital expenditures of $ 23.0 million, $ 12.5 million and $ 30.5 million, respectively.

These amounts were included in accounts payable or accrued liabilities on the consolidated balance sheets.

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Purchase commitments primarily consist of future commitments to purchase new compression units ordered but not received.

The commitments as of December 31, 2024, were $ 168.8 million, all of which is expected to be settled within the next twelve months.

Contingent Consideration

The Company agreed to pay, as contingent consideration in a prior year acquisition, up to $ 3.7 million of certain past due accounts receivable acquired in connection with a prior acquisition in 2019, if collected, to the seller.

The Company records contingent consideration at the acquisition and end of reporting periods at fair value in accrued liabilities.

As of December 31, 2024 and December 31, 2023, none of the outstanding receivables had been collected.

The commitments as of December 31, 2025, were $ 211.2 million, all of which $ 192.3 million is expected to be settled within the next twelve months.

Sales Tax Contingency

Between October 2019 and April 2023, the Company received notices from the Texas Comptroller’s office in regards to audits for periods ranging from December 2015 through November 2023.

The audits pertain to whether the Company may owe sales and use tax on certain of its compression equipment and parts that it had purchased and used during that time period.

During the year ended December 31, 2023, the Company accrued a total amount of $ 28.8 million.

During the year ended December 31, 2024, based on current information Company accrued an additional $ 42.1 million and as of December 31, 2024, of which $ 15.0 million is related to fair value adjustments associated with purchase price allocation of the CSI Acquisition.

As of December 31, 2024, the Company had accrued a total of $ 70.9 million included as accrued liabilities on the consolidated balance sheet for all compression equipment and parts purchased and used as of the balance sheet date.

The audits pertain to whether the Company may owe Texas sales and use tax on certain of its compression equipment and parts that it purchased and used during that time period.

As of December 31, 2025 and 2024, the Company accrued a total amount of $ 102.3 million and $ 70.1 million, respectively, relating solely to the Texas portion of the sales and use tax.

In 2025, the Company received a settlement offer from the Texas Comptroller’s office to resolve certain periods related to the outstanding Texas sales and use tax matters.

Under this settlement arrangement, the Company would be subject to interest for the period under settlement.

As a result, the Company recorded additional interest for all open periods totaling $ 28.0 million within other income (expense) in the consolidated statement of operations for the year ended December 31, 2025.

Legal Matters

From time to time, the Company may become involved in various legal matters.

Management believes that there are no legal matters as of December 31, 2024 whose resolution could have a material adverse effect on the consolidated financial statements.

Management believes that as of December 31, 2025, there are no legal matters whose resolution could have a material adverse effect on the consolidated financial statements.

In the first quarter of 2025, the Company received a report regarding certain payments to local government officials in Mexico that commenced prior to the Company’s acquisition of its Mexican business in connection with the CSI Acquisition that may present potential compliance issues under U.S.

In response, the Company retained outside counsel to conduct an internal investigation of the reported payments, including whether any payments made may be indirectly benefiting individuals associated with certain criminal cartel organizations, some of which may be designated as foreign terrorist organizations (FTOs) and Specially Designated Global Terrorists (SDGTs) per Executive Order 14157 of January 20, 2025.

The investigation is substantially complete, and has determined that certain payments likely were made to persons associated with an organization designated as an FTO or SDGT.

The payments appear to have been made in order to protect employees of the Mexican business from threats of harm or harassment, and to ensure access to work sites.

At this time, the Company believes that the aggregate amount of these payments was not material.

As disclosed elsewhere in this filing, the Company sold its operations and legal entities in Mexico on September 30, 2025.

The Company has voluntarily self-reported this matter to governmental authorities in the United States, including the Department of Justice and the Office of Foreign Assets Control, and is cooperating with the investigative steps being taken by the Department of Justice and Office of Foreign Assets Control into the matter as a result of the voluntary self-disclosure.

The Company also voluntarily self-reported to the SEC and intends to cooperate fully should there be any investigation by the Commission.

This matter could result in U.S.

governmental authorities seeking criminal and/or civil sanctions, including monetary fines and penalties, against the Company, as well as requiring additional changes to the Company’s business practices and compliance programs.

To the extent any of the payments at issue are determined to be illegal in a foreign jurisdiction, it is possible that there could be civil or criminal penalties assessed in that jurisdiction.

Although the Company does not expect the findings from the investigation or actions taken by governmental authorities to have a significant adverse impact on its business, results of operations, financial condition and cash flows, there can be no assurance as to the ultimate outcome of these matters at this time.

Letters of Credit

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Accrued Liabilities

Accrued liabilities consisted of the following ( in thousands ):

Accrued liabilities consisted of the following:

As of December 31,

(in thousands)

Sales tax liability $ 107,982 $ 70,927

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Lease liabilities - current portion 12,021 11,858

Accrued taxes 9,560 5,107

Station project accrual 2,930 9,385

Equipment financing - current portion 5,344 —

Equipment financing 395 5,344

Accrued accounts payable — 1,104

1 unchanged sentence

Total accrued liabilities $ 218,463 $ 188,732

Income before income taxes consists of the following ( in thousands ):

Income before income taxes consists of the following:

Year Ended December 31,

2024 2023 2022

(in thousands)

Income before income taxes:

2 unchanged sentences

Total income before income taxes $ 113,472 $ 75,908 $ 35,136

Income tax expense consisted of the following ( in thousands ):

Income tax expense consisted of the following:

Year Ended December 31,

2024 2023 2022

(in thousands)

Current income taxes:

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The table below reconciles these effective tax rates with the U.S.

federal statutory income tax rate as follows ( in thousands ):

federal statutory income tax rate as follows:

Year ended December 31, 2025

2024 2023 2022

(in thousands)

Income (loss) before income taxes $ 113,472

Tax at Federal Statutory Rate 23,829 21.0 %

Valuation Allowance 906 0.8 %

Other 761 0.7 %

Total Federal $ 1,667 1.5 %

State and local

State, Net of Federal Benefit (1)

Valuation Allowance 96 0.1 %

Total State and local $ 6,665 5.9 %

Impact of operating in foreign jurisdictions ( 1,271 ) ( 1.1 ) %

Total Foreign $ ( 1,271 ) ( 1.1 ) %

Effect of Cross-border tax laws

Taxes related to basis differences in investment in foreign subsidiaries 84 0.1 %

Total Cross-border tax laws $ 84 0.1 %

Nontaxable or Non deductible items

Stock based compensation windfall ( 1,833 ) ( 1.6 ) %

Nondeductible executive compensation 2,888 2.5 %

Disallowed loss on sale of entity 2,478 2.2 %

Nondeductible Fines and Penalties 1,509 1.3 %

Other 60 0.1 %

Total nontaxable or non deductible items $ 5,102 4.5 %

Other Adjustments

Taxes related to basis differences in investment in subsidiaries ( 5,054 ) ( 4.5 ) %

Other 862 0.8 %

Total other adjustments $ ( 4,192 ) ( 3.7 ) %

Income tax (benefit) expense $ 31,884 28.1 %

State taxes in Texas contributed to the majority of the tax effect in this category.

Year ended December 31,

Income before income taxes $ 75,908 $ 35,136

1 unchanged sentence

State, Net of Federal Benefit 5,135 6,135

Nondeductible expenses 2,251 6,135 3,664

Non deductible expenses 2,251 925

Stock based compensation windfall ( 896 ) —

Nondeductible loss on sale of receivables 2,979 925 163

Non deductible loss on the sale of receivables 2,979 —

Valuation Allowance 546 519

Impact of operating in foreign jurisdictions 1,749 —

Tax related to basis difference in investment in subsidiaries ( 2,658 ) — —

Taxes related to basis differences in investment in subsidiaries ( 2,658 ) —

Other 524 112

Income tax expense $ 25,574 $ 15,070

The Company's effective tax rate for the year ended December 31, 2024 differs from the statutory rate primarily due to state tax expense, a non-deductible loss on the sale of receivables related to the disposition of our Argentina business and deferred tax recorded on the Company's investment in Kodiak Services.

During the year ended December 31, 2023, the

Company's effective tax rate differs from the statutory rate primarily due to state tax expense which increased in part due to the revaluation of deferred taxes due to increased investment in various states.

The Company's effective tax rate for the year ended December 31, 2025 differs from the statutory rate primarily due to state tax expense, tax treatment of the sale of Mexico entities, and deferred tax recorded on the Company's investment in Kodiak Services.

During the year ended December 31, 2024, the Company's effective tax rate differs from the statutory rate primarily due to state tax expense, a non-deductible loss on the sale of receivables related to the disposition of our Argentina business, and deferred tax recorded on the Company's investment in Kodiak Services.

Income taxes paid (net of refunds received by) jurisdiction are as follows:

Year Ended December 31,

(in thousands)

US Federal $ 704

US State and local

Texas $ 3,365

Other state and local 594

Total state and local tax $ 3,959

Argentina $ 205

Netherlands 685

Other foreign 386

Total foreign tax $ 1,276

Total income taxes paid (1)

The amount of income taxes paid during the year for jurisdictions not listed above do not meet the 5.0 percent disaggregation threshold.

The Company’s deferred tax position reflects the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting.

Significant components of the deferred tax assets and liabilities are as follows ( in thousands ):

Significant components of the deferred tax assets and liabilities are as follows:

Year ended December 31,

(in thousands)

Deferred tax assets:

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The Company has assessed the provisions of Section 382 and Section 383 and determined there to be no impact to the expected realization of Company’s federal deferred tax balances.

As of December 31, 2024 and 2023 a valuation allowance of $ 0.7 million and $ 0.5 million, respectively, has been placed on state tax deferred tax assets that have a limited life and may not be used due to limitations on annual use.

As of December 31, 2025 and 2024 a valuation allowance of $ 1.5 million and $ 0.7 million, respectively, has been placed on capital loss carryforward and state tax deferred tax assets that have a limited life and may not be used due to limitations on annual use.

Federal and State Net Operating Losses

5 unchanged sentences

The Company did not have any uncertain tax benefits as of December 31, 2025 and 2024.

December 31, 2024 and 2023, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the consolidated statements of operations.

As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the consolidated statements of operations and comprehensive income (loss).

As of December 31, 2025, tax years 2022 and forward are subject to examination by the tax authorities in the U.S.

No income tax returns are currently under examination.

Tax year 2022 is currently under examination by the Internal Revenue Service.

Defined Contribution Plan

1 unchanged sentence

The Company contributed $ 6.1 million, $ 4.5 million, and $ 3.0 million to the plan for the years ended December 31, 2025, 2024 and 2023, respectively.

Long-Term Incentive Plan

In prior years, the Company contributed to a plan that was established to offer added cash basis incentives for the retention of key employees established under the Company’s 2020 Long-Term Incentive Plan (the “LTIP Plan”).

On December 8, 2023, the Company provided employees who were eligible to receive these cash payments of long-term incentive awards granted in January 2023 the opportunity to make an election to receive a grant of RSUs that vest ratably over a three-year period in lieu of cash payments.

Upon exercising the employees’ elections to convert the cash payments into RSUs, 138,430 RSUs were granted.

As a result of the conversion, the Company had no obligations related to the LTIP Plan and no non-current liability as of December 31, 2024.

Based on an expected probability of future payments, the Company’s obligations related to the LTIP Plan totaled $ 4.4 million as of December 31, 2023.

The non-current liability was $ 2.1 million as of December 31, 2023.

The Company manages its business through two operating segments:

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Revenue includes only sales to external customers.

The following table represents financial metrics by segment ( in thousands ):

Contract Services Other Services Total

The following table represents financial metrics by segment:

(in thousands)

Services Other

Services Total

Year ended December 31, 2025

Revenues $ 1,034,173 $ 125,138 $ 1,159,311

Revenue $ 1,181,270 $ 126,830 $ 1,308,100

Cost of operations (exclusive of depreciation and amortization) 373,493 106,432 479,925

3 unchanged sentences

Year ended December 31, 2024

Revenues $ 735,605 $ 114,776 $ 850,381

Revenue $ 1,034,173 $ 125,138 $ 1,159,311

Cost of operations (exclusive of depreciation and amortization) 355,016 103,360 458,376

3 unchanged sentences

Year ended December 31, 2023

Revenues $ 654,957 $ 52,956 $ 707,913

Revenue $ 735,605 $ 114,776 $ 850,381

Cost of operations (exclusive of depreciation and amortization) 257,092 93,779 350,871

2 unchanged sentences

Capital expenditures 219,795 — 219,795

The following table reconciles adjusted gross margin to income before income taxes ( in thousands ):

The following table reconciles adjusted gross margin to income before income taxes:

Year ended December 31,

(in thousands)

2025 2024 2023

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Gain on derivatives — 24,017 20,266

Other income (expense) ( 415 ) 31 17

Other income (expense), net ( 28,168 ) ( 415 ) 31

Income before income taxes $ 113,472 $ 75,908 $ 35,136

All depreciation and amortization is related to the Contract Services segment.

Earnings Per Share of Common Stock

Earnings Per Common Share

Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per share of common stock is computed by using the weighted average shares of common stock outstanding, including the dilutive effect of restricted stock units and performance stock units based on an average

share price during the period.

For the purpose of calculating basic and diluted earnings per share, net income attributed to noncontrolling interest and the corresponding preferred shares outstanding are excluded from the calculations.

For the year ended December 31, 2024, 98.0 thousand unvested PSUs were excluded from the calculation of the potential dilutive common shares because their inclusion would be anti-dilutive.

For the year ended December 31, 2023, and 2022 there were no anti-dilutive shares, respectively.

For the year ended December 31, 2025, 2.0 thousand RSUs and PSUs unvested were excluded from the calculation of the potential dilutive common shares because their inclusion would be anti-dilutive.

For the year ended December 31, 2024, 98.0 thousand unvested were excluded from the calculation of the potential dilutive common shares because their inclusion would be anti-dilutive.

For the year ended December 31, 2023 there were no anti-dilutive shares.

The computations of basic and diluted earnings per share were as follows:

2 unchanged sentences

Net income attributable to common shareholders $ 80,521 $ 49,895 $ 20,066

expense attributable to non-forfeitable RSUs ( 1,812 ) — —

Dividends paid and earnings allocated to non-forfeitable RSUs ( 2,016 ) ( 1,812 ) —

Net income used in basic and diluted earnings per share $ 78,505 $ 48,083 $ 20,066

1 unchanged sentence

Effect of dilutive securities:

RSUs and PSUs 1,016 1,244 268

Preferred shares 308 832 —

Diluted weighted average shares of common stock 88,523 85,170 68,327

Basic earnings per share $ 0.58 $ 0.29 $ 1.80

Diluted earnings per share $ 0.56 $ 0.29 $ 1.80

For the year ended December 31, 2024, the effect of dilutive securities includes 0.9 million, 0.3 million and 0.8 million RSUs, PSUs and OpCo Units held by noncontrolling interest, respectively.

For the year ended December 31, 2023, the effect of dilutive securities includes 0.2 million and 21.0 thousand of RSUs and PSUs, respectively.

Earnings per share attributable to common shareholders:

Basic $ 0.90 $ 0.58 $ 0.29

Diluted $ 0.89 $ 0.56 $ 0.29

Related Party Transactions

During March 2022, the Company entered into a master services agreement with IFS North America, Inc., a related party controlled by EQT AB, for a system license subscription and accompanying cloud hosting service to facilitate the implementation of the Company’s enterprise resource planning system.

Subsequent to closing the CSI Acquisition, the Company terminated the initial contract and entered into a new master services agreement for the combined company.

The Company has executed a master services agreement with IFS North America, Inc., a related party controlled by EQT AB, for a system license subscription and cloud hosting service to support the implementation of the Company’s enterprise resource planning system.

As of December 31, 2025, total purchases under this agreement since inception were approximately $ 12.9 million, inclusive of contract termination costs.

3 unchanged sentences

The remaining costs incurred were recognized in selling, general and administrative expenses in the consolidated statements of operations.

Additionally, the Company incurred a cost of operations expense related to Contract Services of $ 0.1 million during the year ended December 31, 2023.

Additionally, the Company incurred a cost of operations expense related to Contract Services of $ 0.1 million to a related party during the year ended December 31, 2023.

There were no such cost incurred during the years ended December 31, 2025 and 2024.

Stock Repurchase

During the year ended December 31, 2025, the Company entered into stock repurchase agreements with Frontier TopCo Partnership, L.P, an affiliate of EQT AB, a then stockholder of the Company.

Stockholders’ Equity for further details of these transactions.

Subsequent Events

Pending Acquisition of Distributed Power Solutions

On February 5, 2026, the Company entered into a purchase agreement to acquire DPS, a provider of distributed power solutions in an equity and cash transaction valued at approximately $ 675.0 million subject to adjustment in accordance with the purchase agreement.

Per the terms of the purchase agreement, the purchase price includes $ 575.0 million in cash, subject to adjustment in accordance with the purchase agreement, and the issuance of 2,401,278 shares, representing approximately $ 100.0 million of the Company’s common stock based on the volume weighted average price of the Company’s stock price for the five days prior to February 5, 2026 of $ 41.64 to the sellers.

The obligations of each of the parties to consummate the transactions contemplated by the purchase agreement are subject to customary conditions.

The Company has agreed to pay to the sellers a termination fee of $ 37.1 million in the event the purchase agreement is terminated under certain circumstances.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures