Kodiak Gas Services, Inc. 10-K

Item 9A. 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. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). 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, 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 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. 56 Table of Contents 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 Item 9B. Other Information. Securities Trading Plans of Directors and Executive Officers 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. law. 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 57 Table of Contents 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 58 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 is incorporated herein by reference from our definitive proxy statement, which will be filed no later than 120 days after December 31, 2025. Item 11. Executive Compensation The information required by Item 11 is incorporated herein by reference from our definitive proxy statement, which will be filed no later than 120 days after December 31, 2025. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters 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. The following table sets forth information regarding outstanding RSUs and PSUs, and shares available for future issuance under these plans as of December 31, 2025: 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 Equity compensation plans not approved by security holders — — — Total 2,099,728 $ — 5,773,271 (1) This column reflects all shares of common stock subject to outstanding RSUs and PSUs, in each case, granted under the Omnibus Plan. The PSUs included in this column represent the number of shares that may be issued upon vesting if the target performance goal is achieved during the three-year performance period. See Note 14. Stockholders’ Equity to our consolidated financial statements for further details of our Omnibus Plan. Because the number of shares of common stock to be issued upon settlement of outstanding PSUs is subject to performance conditions, the number of shares of common stock actually issued may be substantially more or less than the number reflected in this column. (2) Only RSUs and PSUs are reflected in column (a); there is no weighted-average exercise price associated with these awards. (3) This column reflects the total number of shares of common stock remaining available for issuance under the Omnibus Plan as of December 31, 2025, excluding shares subject to outstanding awards reflected in column (a). The additional information required by this Item 12 will be incorporated herein by reference from our definitive proxy statement, which will be filed no later than 120 days after December 31, 2025 Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated herein by reference from our definitive proxy statement, which will be filed no later than 120 days after December 31, 2025. Item 14. Principal Accounting Fees and Services Our independent registered public accounting firm is BDO USA, P.C. (PCAOB ID No.243). The information required by Item 14 is incorporated herein by reference from our definitive proxy statement, which will be filed no later than 120 days after December 31, 2025. 59 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as a part of this report. 1. Financial Statements. See “Index to Consolidated Financial Statements” set forth on Page F-1. 2. Financial Statement Schedule All financial statement schedules are omitted because they are not applicable or the information is set forth in the consolidated financial statements or notes thereto within Item 8 “Financial Statements and Supplementary Data.” 3. Exhibits The following documents are filed as exhibits to this Annual Report: Exhibit Number Description 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). 2.2†† 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. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 5, 2023). 3.2 Certificate of Designations of Series A Preferred Stock of Kodiak Gas Services, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024). 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. and each of the other signatories from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 5, 2023). 4.2 Stockholders’ Agreement, dated as of July 3, 2023, by and among Kodiak Gas Services, Inc. and Frontier TopCo Partnership, L.P. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 5, 2023). 4.3 Indenture, dated as of February 2, 2024, by and among Kodiak Gas Services, LLC, the guarantors party thereto and U.S. 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). 10.1† Kodiak Gas Services, Inc. Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 5, 2023). 60 Table of Contents 10.2† Form of Restricted Stock Unit Grant Notice for Executives (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273118) filed with the SEC on July 5, 2023). 10.3† Form of Restricted Stock Unit Grant Notice for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273118) filed with the SEC on July 5, 2023). 10.4† Form of Performance Stock Unit Grant Notice for Executives (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273118) filed with the SEC on July 5, 2023). 10.5† 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) . 10.7† 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). 10.4† 10.8† 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). 10.9† 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). 10.11 Fourth Amended and Restated ABL Credit Agreement, dated as of March 22, 2023, among Frontier Intermediate Holding, LLC, Kodiak Gas Services, LLC, the other obligors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-271050) filed with the SEC on June 20, 2023). 10.12 First Amendment to Fourth Amended and Restated ABL Credit Agreement, dated as of May 31, 2023, 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 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-271050) filed with the SEC on June 20, 2023). 10.13 Second Amendment to Fourth Amended and Restated ABL Credit Agreement, dated as of June 27, 2023, 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 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-41732) filed with the SEC on August 10, 2023). 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). 10.16† Form of Indemnification Agreement between Kodiak Gas Services, Inc. and each of the directors and officers thereof (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-271050) filed with the SEC on March 31, 2023). 10.17† Executive Severance Plan of Kodiak Gas Services, Inc. (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2024). 10.18† Form of Executive Severance Plan Participation Agreement of Kodiak Gas Services, Inc. (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). 61 Table of Contents 10.19† 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). 10.21 Registration Rights Agreement, dated as of April 1, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024). 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). 19.1 Kodiak Gas Services, Inc. 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). 21.1* List of Subsidiaries 23.1* Consent of BDO USA, P.C. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy of Kodiak Gas Services, Inc. (incorporated by reference to Exhibit 99.7 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2024). 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) __________ * Filed herewith. ** Furnished herewith. † 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. 62 Table of Contents SIGNATURES 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. Date: February 26, 2026 By: /s/ Robert M. McKee Robert M. McKee President, Chief Executive Officer and Director (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 February 26, 2026. Signature Title /s/ Robert M. McKee President, Chief Executive Officer and Director Robert M. McKee (Principal Executive Officer) /s/ John B. Griggs Executive Vice President and Chief Financial Officer John B. Griggs (Principal Financial Officer) /s/ Ewan W. Hamilton Executive Vice President and Chief Accounting Officer Ewan W. Hamilton (Principal Accounting Officer) /s/ Alex Darden Director Alex Darden /s/ William L. Bullock, Jr. Director William L. Bullock, Jr. /s/ Christopher Drumgoole Director Christopher Drumgoole /s/ Gretchen Holloway Director Gretchen Holloway /s/ Jon-Al Duplantier Director Jon-Al Duplantier /s/ Margaret C. Montana Director Margaret C. Montana /s/ Randall Hogan Director Randall Hogan /s/ Terry Bonno Director Terry Bonno 63 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 243 ) F- 2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 4 Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 F- 5 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023 F- 6 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2025, 2024, and 2023 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F- 9 Notes to Consolidated Financial Statements F- 10 Note 1 – Organization and Description of Business F- 10 Note 2 – Summary of Significant Accounting Policies F- 10 Note 3 – Acquisitions and Divestitures F- 15 Note 4 – Revenue Recognition F- 16 Note 5 – Accounts Receivable, net F- 18 Note 6 – Inventories, net F- 18 Note 7 – Property, Plant and Equipment, net F- 19 Note 8 – Goodwill and Identifiable Intangible Assets, net F- 20 Note 9 – Leases F- 20 Note 10 – Long-Lived and Other Asset Impairment F- 22 Note 11 – Debt and Credit Facilities F- 23 Note 12 – Derivative Instruments F- 26 Note 13 – Fair Value Measurements F- 26 Note 14 – Stockholders’ Equity F- 27 Note 15 – Commitments and Contingencies F- 30 Note 16 – Accrued Liabilities F- 31 Note 17 – Income Taxes F- 31 Note 18 – Defined Contribution Plan F- 35 Note 19 – Segments F- 35 Note 20 – Earnings Per Share of Common St ock F- 36 Note 21 - Related Party Transactions F- 37 Note 22 – Subsequent Events F- 37 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Kodiak Gas Services, Inc. The Woodlands, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Kodiak Gas Services, Inc. (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 These consolidated financial statements are the responsibility of the Company’s management. 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 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. We conducted our audits in accordance with the standards of the PCAOB. 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. 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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. F-2 Table of Contents 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. We have served as the Company's auditor since 2020. Houston, Texas February 26, 2026 F-3 Table of Contents KODIAK GAS SERVICES, INC. CONSOLIDATED BALANCE SHEETS As of December 31, (in thousands, except share and per share data) 2025 2024 Assets Current assets: Cash and cash equivalents $ 3,179 $ 4,750 Accounts receivable, net of allowance of $ 13,031 and $ 12,629 , respectively 197,600 253,637 Inventories, net 101,530 103,341 Fair value of derivative instruments — 3,672 Contract assets 5,190 7,575 Prepaid expenses and other current assets 15,637 10,686 Total current assets 323,136 383,661 Property, plant and equipment, net 3,377,555 3,395,022 Operating lease right-of-use assets, net 42,218 53,754 Finance lease right-of-use assets, net 6,500 5,696 Goodwill 408,681 415,213 Identifiable intangible assets, net 154,474 162,747 Fair value of derivative instruments 4,664 17,544 Other assets 789 1,486 Total assets $ 4,318,017 $ 4,435,123 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 72,974 $ 57,562 Accrued liabilities 218,463 188,732 Contract liabilities 94,505 73,075 Total current liabilities 385,942 319,369 Long-term debt, net of unamortized debt issuance cost 2,555,250 2,581,909 Operating lease liabilities 39,391 49,748 Finance lease liabilities 4,405 3,514 Deferred tax liabilities 122,851 103,826 Other liabilities 2,782 3,150 Total liabilities 3,110,621 3,061,516 Commitments and contingencies (Note 15) Stockholders’ equity: 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 4 9 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 903 892 Additional paid-in capital 1,334,333 1,305,375 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 Total stockholders’ equity 1,207,396 1,373,607 Total liabilities and stockholders’ equity $ 4,318,017 $ 4,435,123 See accompanying notes to the consolidated financial statements. F-3 Table of Contents KODIAK GAS SERVICES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year ended December 31, (in thousands, except per share data) 2025 2024 2023 Revenues: Contract Services $ 1,181,270 $ 1,034,173 $ 735,605 Other Services 126,830 125,138 114,776 Total revenues 1,308,100 1,159,311 850,381 Operating expenses: Cost of operations (exclusive of depreciation and amortization shown below): Contract Services 373,493 355,016 257,092 Other Services 106,432 103,360 93,779 Depreciation and amortization 276,185 260,272 182,869 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 ) Total operating expenses 968,090 909,861 606,271 Income from operations 340,010 249,450 244,110 Other income (expenses): Interest expense ( 198,370 ) ( 197,144 ) ( 222,514 ) Loss on extinguishment of debt — — ( 6,757 ) Gain on derivatives — 24,017 20,266 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 Income tax expense 31,884 25,574 15,070 Net income 81,588 50,334 20,066 Less: Net income attributable to noncontrolling interests 1,067 439 — Net income attributable to common shareholders $ 80,521 $ 49,895 $ 20,066 Earnings per share: Basic earnings per share $ 0.90 $ 0.58 $ 0.29 Diluted earnings per share $ 0.89 $ 0.56 $ 0.29 Basic weighted average shares of common stock outstanding 87,199 83,094 68,059 Diluted weighted average shares of common stock outstanding 88,523 85,170 68,327 See accompanying notes to the consolidated financial statements. F-5 Table of Contents KODIAK GAS SERVICES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year ended December 31, (in thousands) 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 Less: Comprehensive income attributable to noncontrolling interests 1,067 439 — Comprehensive income attributable to common shareholders $ 78,935 $ 49,895 $ 20,066 See accompanying notes to the consolidated financial statements. F-6 Table of Contents 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 ) Proceeds from initial public offering, net of underwriter discounts 18,400 184 — — 277,656 — — — — — 277,840 Offering costs — — — — ( 10,848 ) — — — — — ( 10,848 ) Debt novation — — — — 692,099 — — — — — 692,099 Incentive award conversion — — — — 582 — — — — — 582 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 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 Preferred shares and noncontrolling interest converted to common shares 4,730 47 ( 4,730 ) ( 47 ) 136,088 — — ( 136,088 ) — — — Equity compensation — — — — 17,008 — — 650 — — 17,658 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 ) 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 ) 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 F-7 Table of Contents 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. F-8 Table of Contents KODIAK GAS SERVICES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, (in thousands) 2025 2024 2023 Cash flows from operating activities: Net income $ 81,588 $ 50,334 $ 20,066 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 276,185 260,272 182,869 Long-lived asset impairment 6,344 9,921 — Equity compensation expense 24,529 17,658 5,914 Amortization of debt issuance costs 12,694 11,969 13,556 Non-cash lease expense 8,416 4,730 4,465 Provision for credit losses 1,032 4,664 7,101 Inventory reserve 124 559 500 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 Deferred tax provision 25,663 15,429 7,863 Loss on extinguishment of debt — — 4,359 Changes in operating assets and liabilities, exclusive of effects of business acquisition: Accounts receivable 43,757 ( 102,887 ) ( 22,742 ) Inventories 1,070 ( 1,336 ) ( 4,583 ) Contract assets 2,385 9,849 ( 13,869 ) Prepaid expenses and other current assets ( 8,525 ) 4,434 ( 833 ) Accounts payable 5,167 4,967 10,166 Accrued and other liabilities 17,172 ( 2,097 ) 2,781 Contract liabilities 22,554 9,366 6,600 Other assets 3,469 ( 691 ) — Net cash provided by operating activities 599,740 327,987 266,326 Cash flows from investing activities: Net cash acquired in acquisition of CSI Compressco LP — 9,458 — Purchase of property, plant and equipment ( 315,472 ) ( 336,956 ) ( 219,795 ) Proceeds from sale of assets 30,182 35,030 1,449 Other — — ( 75 ) Net cash used for investing activities ( 285,290 ) ( 292,468 ) ( 218,421 ) Cash flows from financing activities: Borrowings on debt instruments 2,857,499 2,642,370 1,020,102 Payments on debt instruments ( 2,863,679 ) ( 2,475,572 ) ( 1,243,981 ) Principal payments on other borrowings ( 5,344 ) ( 5,634 ) — Payment of debt issuance cost ( 33,173 ) ( 16,271 ) ( 32,768 ) Principal payments on finance leases ( 2,455 ) ( 2,421 ) — Proceeds from initial public offering, net of underwriter discounts — — 277,840 Offering costs — ( 1,162 ) ( 10,039 ) Loss on extinguishment of debt — — ( 1,835 ) Dividends paid to stockholders ( 159,557 ) ( 133,886 ) ( 29,793 ) Repurchase of common shares ( 103,968 ) ( 40,000 ) — Cash paid for shares withheld to cover taxes ( 6,362 ) ( 2,766 ) — Net effect on deferred taxes and taxes payable related to the vesting of restricted stock 2,329 4,540 — Distribution to parent — — ( 42,300 ) 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 ) Cash and cash equivalents - beginning of period 4,750 5,562 20,431 Cash and cash equivalents - end of period $ 3,179 $ 4,750 $ 5,562 Supplemental cash disclosures: Cash paid for interest $ 168,716 $ 147,144 $ 216,648 Cash paid for taxes $ 5,939 $ 14,662 $ 9,762 Supplemental disclosure of non-cash investing activities: Increase in accrued capital expenditures $ ( 19,581 ) $ ( 8,125 ) $ ( 1,682 ) Purchase of property, plant and equipment through exchange of lease ROU asset $ — $ — $ 3,227 Supplemental disclosure of non-cash financing activities: 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 ) See accompanying notes to the consolidated financial statements. F-9 Table of Contents KODIAK GAS SERVICES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Description of Business Kodiak Gas Services, Inc. (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 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”). Kodiak is the primary beneficiary of Kodiak Services, which is a variable interest entity, since the Company has the power to direct the activities that most significantly impact Kodiak Services’ economic performance and the Company has the right (and obligation) to receive benefits (and absorb losses) of Kodiak Services that could be potentially significant to the Company. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared on the accrual basis using accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. These consolidated financial statements include the accounts of Kodiak and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. 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 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 The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Revenue Recognition The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services to our customers. See Note 4. Revenue Recognition for more detailed information about revenue recognition. Accounts Receivable and Allowance for Credit Losses Accounts receivables are recorded at their outstanding balances, net of any allowances for credit losses, if determined necessary. Accounts deemed uncollectible are applied against the allowance for credit losses. Recoveries of accounts receivable previously written off are recorded when received. We utilize an aging schedule to determine our allowance for credit losses, and measure expected credit losses on a collective (pool) basis when similar risk characteristics exist. The risk characteristics are assessed based on the financial strength of the customer and overall business climate in which customer operates. If a customer does not share similar risk characteristics with other customers, we evaluate the customer’s outstanding trade receivables for expected credit losses on an individual basis. Each reporting period, we reassess our customers’ risk profiles and determine the appropriate asset pool classification, or perform individual assessments of expected credit losses, based on the customers’ risk characteristics at the reporting date. F-10 Table of Contents Inventories Inventories consist of (i) non-serialized spare parts, fluids and other supplies consumed in the performance of revenue-generating services and parts and supplies inventory for the repair and maintenance of the Company’s equipment fleet; and (ii) serialized parts consisting of components inventory to support the Company’s equipment fleet. Inventories are measured at the lower of cost or net realizable value. Non-serialized inventories' cost is determined using weighted-average cost. Serialized inventories' cost is determined using the specific-identification cost method. The Company recognizes decreases in inventory values through reductions of carrying values to lower of cost or net realizable value on an as needed basis. Periodically, obsolescence reviews are performed on slow-moving inventories and reserves are established based on estimated shrinkage between physical inventory counts, changes in customer demand, technological developments, or other economic factors. Property, Plant and Equipment, net Property, plant and equipment acquired in connection with business combinations are recorded at fair value as of the date of acquisition. All other additions of property, plant and equipment, which primarily consist of compression equipment, are recorded at cost. The Company depreciates the cost of property, plant and equipment using the straight-line method over their estimated useful lives. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss are reflected in the accompanying consolidated statements of operations for the period. The cost of additions and improvements that extend the useful lives of property, plant and equipment beyond its original life are capitalized. Routine maintenance and repair items are charged to current operations. The Company uses estimates to capitalize installation costs associated with the transport, installation, and commissioning of each compressor unit. Costs associated with these estimates include all direct costs required to get the unit in service for its intended use such as labor, parts, materials, and any other services that are unique in nature to each individual compressor unit. Capitalized installation costs are depreciated over the life of the agreement with the customer. Impairment of Long-Lived Assets Long-lived assets, including property, plant, and equipment, and other finite-lived identifiable intangible assets, are reviewed for impairment whenever events or changes in circumstances, including the removal of compressors from the active fleet, indicate that the carrying amount of an asset may not be recoverable. Such events may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy, among others. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to estimated future undiscounted net cash flows expected to be generated by the asset. Impairment losses are recognized in the period in which the impairment occurs and represent the excess of the asset carrying value over its estimated future discounted cash flows. Leases The Company determines if an arrangement is a lease at commencement date and the leases are included in either operating or financing lease right-of-use assets ("ROU"), and operating or finance lease liabilities in the Company’s consolidated balance sheets. ROU lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. ROU lease assets also include any lease payments made and exclude lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Short-term leases (those with an initial term of twelve months or less upon commencement)are not recorded on our consolidated balance sheet. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable costs such as the Company’s proportionate share of actual costs for utilities, common area maintenance, property taxes and insurance are not included in the lease liability and are recognized in the period in which they are incurred. For finance leases, we amortize our right-of-use assets on a straight-line basis over the shorter of the asset’s useful life or the lease term. Additionally, interest expense is recognized each period related to the accretion of our lease liabilities over their respective lease terms. F-11 Table of Contents Identifiable Intangible Assets, net Identifiable intangible assets acquired in connection with business combinations are recorded at fair value as of the date of acquisition. 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, customer relationships, and internal use software. Goodwill Goodwill represents the excess of acquisition consideration paid over the fair value of net assets and liabilities acquired. Goodwill is not amortized, but rather is reviewed for impairment on an annual basis (or more frequently if impairment indicators exist). The Company tests goodwill at the reporting unit level, which is the level for which there are distinct cash flows, products, capabilities and available financial information by first performing a qualitative assessment to determine if it is more likely than not that the carrying value of the entity exceeds its fair value. As of December 31, 2025 and 2024, the Company had two reporting units; however, the entire goodwill balance was allocated to the Company’s Contract Services reporting unit. The Company conducts an annual impairment test during the fourth quarter or more frequently if there are indicators that goodwill may be impaired. The Company first performs a qualitative assessment, and, if based on this assessment, it may be more likely than not that goodwill may be impaired then the Company must determine the fair value of the reporting unit and compare it to the reporting unit’s carrying value. Factors utilized in the qualitative assessment include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and Company specific events. Fair value of the reporting unit is determined based on the present value of estimated cash flows using available information regarding expected cash flows of each reporting unit, discount rates and the expected long-term cash flow growth rates. If the fair value of the reporting unit exceeds the carrying value, goodwill is not impaired, and no further testing is performed. The Company records impairment when the carrying value exceeds the fair value and to the extent there is remaining goodwill in the reporting unit. 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, 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. A number of significant assumptions and estimates are involved in the application of the income approach to forecast future cash flows, including revenue and operating income growth rates, discount rates and other factors. While we believe that our estimates of current fair value are reasonable, if actual results differ from the estimates and judgments used including such items as future cash flows and the volatility inherent in markets which we serve, impairment charges against the carrying value of those assets could be required in the future. Stock-based Compensation Stock-based compensation expense is measured at the grant date of the share-based awards based on their fair value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and is included in selling, general and administrative expenses in the consolidated statements of operations. We do not estimate expected forfeitures, but recognize them as they occur. See Note 14. Stockholders’ Equity for additional information related to stock-based compensation. Earnings Per Share Basic earnings per share is computed by dividing net income attributable to common shareholders by the weighted-average number of shares of common stock outstanding. 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. See Note 20. Earnings Per Common Share for additional information related to earnings per share. F-12 Table of Contents Debt Issuance Costs Costs incurred related to debt issuance are deferred and amortized over the term of the related debt using a method that approximates the effective interest rate method. Unamortized debt issuance costs are recorded as a direct deduction from the carrying amount of the related loans on the consolidated balance sheets. Derivative Instruments The Company recognizes derivative instruments on the consolidated balance sheets at fair value and classifies them as current or long-term depending on the maturity of the derivative instrument and whether the net carrying value is in a net liability position. 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. 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. Income Taxes 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. Under this method, we determine deferred tax assets and deferred tax liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and deferred tax liabilities is recognized in income in the period that includes the enactment date. Management is not aware of any changes in tax laws or rates that would have a material impact on our financial position, results of operations or cash flows. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future, in excess of their net recorded amount, we would make an adjustment to the valuation allowance against deferred tax assets, which would reduce the provision for income taxes. The Company applies a “more-likely-than-not” recognition threshold for all tax uncertainties. This approach only allows the recognition of those tax benefits that have a greater than 50% percent likelihood of being sustained upon examination by the taxing authorities. As a result of implementing this approach, the Company has reviewed its tax positions and determined there were no outstanding or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities. The Company believes that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within the next twelve months. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. 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 F-13 Table of Contents measurement date. These fair value measurements incorporate nonperformance risk (i.e., the risk that an obligation will not be fulfilled) and credit risk. In the absence of active markets for identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. The three levels of the valuation hierarchy are defined as follows: • Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. • Level 2 – Other inputs that are observable directly or indirectly such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 – Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. See Note 13. Fair Value Measurements for more details. Concentrations of Credit Risk The Company’s assets that are potentially subject to concentrations of credit risk are cash and cash equivalents, trade accounts receivable and contract assets. Cash balances are maintained in financial institutions which at times exceed federally insured limits. The Company monitors the financial condition of the financial institutions in which accounts are maintained and has not experienced any losses in such accounts. The accounts receivable and contract assets of the Company are spread over a number of customers, a majority of which are operators and suppliers to the natural gas and oil industries. Major customers are defined as those individually comprising more than 10% of our revenues or accounts receivable, net balance. 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, 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 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. We are currently evaluating the impact of this standard on our disclosures. Recently Adopted Accounting Pronouncements 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 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. We adopted this guidance on a prospective basis. See Note 17. Income Taxes for the inclusion of the new required disclosures . F-14 Table of Contents 3. Acquisitions and Divestitures Merger with CSI Compressco 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 Recognized amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 9,458 Receivables 48,890 Inventory 40,738 Prepaid expenses & other current assets 8,638 Intangible assets (1) 47,503 Property, plant and equipment 813,783 Right of use assets 26,044 Deferred tax assets 17 Other non-current assets 3,110 Total assets acquired 998,181 Deferred tax liabilities 29,695 Long term debt 627,953 Other current liabilities 86,267 Other non-current liabilities 21,870 Total liabilities assumed 765,785 Total identifiable assets acquired less liabilities assumed $ 232,396 Goodwill acquired $ 109,889 (1) Identifiable intangibles acquired include customer relationships and trade names with a fair value of $ 41.1 million and $ 6.4 million, respectively. Estimated useful lives are 15 and 5 years, respectively. The weighted average amortization period for identifiable intangible assets recognized is 13.2 years. 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 The following unaudited supplemental pro forma information has been prepared as though the CSI Acquisition had occurred on January 1, 2023. The pro forma information is presented for illustrative purposes only and is based on estimates and assumptions we deemed appropriate. The following pro forma information is not necessarily indicative of the historical results that would have been achieved if the acquisition had occurred in the past, and our operating results may have been different from those reflected in the pro forma information below. 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 F-15 Table of Contents 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, 2024 2023 Revenue $ 1,256,421 $ 1,236,509 Net income $ 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. as well as our legal entity in Canada to a third-party buyer. The majority of the operations were included in the Contract Services segment through the date of sale. Total net assets sold were approximately $ 18.0 million, consisting primarily of compression equipment, inventory, and other assets. 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, 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. The transaction constituted the sale of a business for accounting purposes. Total assets sold primarily consisted of approximately $ 10.8 million in property, plant and equipment, $ 2.7 million in accounts receivable, and $ 2.2 million in inventory. We recognized a loss of $ 13.6 million, which is included in loss (gain) on sale of assets in our consolidated statements of operations for the year ended December 31, 2024. 4. Revenue Recognition 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 Services provided over time: Contract Services $ 1,181,270 $ 1,032,493 $ 728,032 Other Services 33,029 56,512 89,402 Total services provided over time 1,214,299 1,089,005 817,434 Services provided or goods transferred at a point in time: Contract Services — 1,680 7,573 Other Services 93,801 68,626 25,374 Total services provided or goods transferred at a point in time 93,801 70,306 32,947 Total revenues $ 1,308,100 $ 1,159,311 $ 850,381 The Company derives its revenue from contracts with customers, which comprise the following revenue streams: F-16 Table of Contents Contract Services Contract Services consists of operating Company-owned compression, customer-owned compression and gas treating and cooling infrastructure for the Company's customers, pursuant to primarily fixed-revenue contracts enabling the production, gathering and transportation of natural gas and oil. Contract Services for Kodiak-owned compressors, customer-owned compressors, as well as gas treating equipment, are generally satisfied over time, as services are rendered for selected customer locations on a monthly basis and based upon specific performance criteria set forth in the applicable contract. Terms are typically one to seven years and at the end of the term, transition to a month-to-month term if not cancelled by either party. The monthly service for each location is substantially the same service month to month and is promised consecutively over the contract term. The progress and performance of the service are measured consistently using a straight-line, time-based method; the performance obligations are satisfied evenly over the contract term as the customer simultaneously receives and consumes the benefits provided by the service. Consistent with the Company's satisfaction of its performance obligations, the customer renders payment for services over time in accordance with the terms of the contract. If variable consideration exists, it is allocated to the distinct monthly service within the series to which such variable consideration relates. The Company has elected to apply the right to invoice practical expedient to recognize revenue for such variable consideration, as the invoice corresponds to the value transferred to the customer based on the Company's performance completed to date. There are typically no material obligations for returns, refunds, or warranties. The Company’s standard contracts do not usually include non-cash consideration. Other Services Other Services consists of a full range of services to support any ancillary needs of customers, including station construction, customer-owned compression maintenance and overhaul, freight and crane charges, and other time and material-based offerings. For most of the Company’s station construction contracts, the customer contracts with the Company to provide a service of integrating a significant set of tasks and components into a single contract. Hence, the entire contract is accounted for as one performance obligation. The Company recognizes revenue over time as the Company's performance creates or enhances an asset that the customer, in turn, controls. For construction contracts, revenue is recognized using an input method. Measure of the progress towards satisfaction of the performance obligation is based on the actual amount of labor and material costs incurred. The amount of the transaction price recognized as revenue each reporting period is determined by multiplying the transaction price by the ratio of actual costs incurred to date to total estimated costs expected for the construction services. Payment terms and conditions vary by contract, but contract terms generally include a requirement of payment upon completion of a milestone. Judgment is involved in the estimation of the progress to completion. 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. Losses on construction contracts, if any, are recognized in the period when the estimated loss is determined. There have been no losses recognized in the years ended December 31, 2025, 2024 and 2023, respectively. Services provided based on time spent, parts and/or materials are generally short-term in nature and labor rates and parts pricing are agreed upon prior to commencing the service. Since revenue is recognized when time is incurred, this revenue is recognized at a point in time when the service is rendered. Service revenue earned primarily on freight and crane charges that are directly reimbursable by our customers are recognized at the point in time the service is provided and control is transferred to the customer. At such time, the customer has the ability to direct the use of the benefits of such service after the performance obligation is satisfied. The amount of consideration we receive and revenue we recognize is based upon the invoice amount. Contract Assets and Liabilities The Company recognizes a contract asset when the Company has the right to consideration in exchange for goods or services transferred to a customer. Contract assets are transferred to trade receivables when the Company has the right to bill. The Company had contract assets of $ 5.2 million and $ 7.6 million as of December 31, 2025 and 2024, respectively. The Company records contract liabilities when cash payments are received or due in advance of performance. The Company’s contract liabilities were $ 94.5 million as of December 31, 2025. As of January 1, 2025 and 2024, the beginning F-17 Table of Contents 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) 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 As of December 31, 2025, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to the Company’s revenue for the Other Services segment is $ 55.2 million, all of which is expected to be recognized by December 31, 2026. 5. Accounts Receivable, net 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) Allowances for Credit Losses Balance at January 1, 2023 $ 949 Current-period provision for expected credit losses 7,101 Write-offs charged against allowance — Balance at December 31, 2023 8,050 Current-period provision for expected credit losses 4,664 Write-offs charged against allowance ( 85 ) Balance at December 31, 2024 12,629 Current-period provision for expected credit losses 1,032 Write-offs charged against allowance ( 630 ) Balance at December 31, 2025 $ 13,031 6. Inventories, net Inventories, net consisted of the following: As of December 31, (in thousands) 2025 2024 Non-serialized parts $ 92,050 $ 93,060 Serialized parts 11,489 12,167 Inventory reserve ( 2,009 ) ( 1,886 ) Inventories, net $ 101,530 $ 103,341 F-18 Table of Contents 7. Property, Plant and Equipment, net Property, plant and equipment, net consisted of the following: As of December 31, (in thousands) 2025 2024 Compression equipment $ 4,391,894 $ 4,175,804 Field equipment 99,277 92,077 Buildings and shipping containers 5,065 13,656 Technology hardware and software 6,901 14,960 Trailers and vehicles 20,646 13,506 Leasehold improvements 14,986 11,942 Furniture and fixtures 2,643 2,650 Land 1,000 1,000 Total property, plant and equipment, gross 4,542,412 4,325,595 Less: accumulated depreciation ( 1,164,857 ) ( 930,573 ) Property, plant and equipment, net $ 3,377,555 $ 3,395,022 Depreciation expense was $ 259.2 million, $ 245.8 million, and $ 173.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is recorded within depreciation and amortization on the accompanying consolidated statements of operations. The estimated useful lives of assets are as follows: Estimated Useful Life Compression equipment 4 - 25 years Field equipment 1 - 5 years Buildings 25 - 40 years Shipping containers 4 years Technology hardware and software 3 years Trailers and vehicles 5 years Leasehold improvements Remaining lease term, no less than 1 year Furniture and fixtures 7 years Other Estimated useful life or 1 year F-19 Table of Contents 8. Goodwill and Identifiable Intangible Assets, net Goodwill The carrying amount of goodwill, including changes therein, in the Contract Services segment is below: (in thousands) Goodwill Balance as of December 31, 2023 $ 305,553 Acquisition of CSI Compressco (1) 109,660 Balance as of December 31, 2024 $ 415,213 Mexico Divestiture (1) ( 6,532 ) Balance as of December 31, 2025 $ 408,681 (1) See Note 3. Acquisitions and Divestitures for more details. Intangible Assets The Company’s identifiable intangible assets were as follows: As of December 31, 2025 As of December 31, 2024 (in thousands) Original Cost Accumulated Amortization Net Amount Original Cost Accumulated Amortization Net Amount Trade name $ 19,400 $ ( 6,721 ) $ 12,679 $ 19,400 $ ( 4,791 ) $ 14,609 Customer relationships 191,100 ( 59,373 ) 131,727 191,100 ( 47,809 ) 143,291 Internal use software 10,894 ( 826 ) 10,068 4,847 — 4,847 Total identifiable intangible assets $ 221,394 $ ( 66,920 ) $ 154,474 $ 215,347 $ ( 52,600 ) $ 162,747 Amortization expense was $ 14.3 million, $ 12.5 million and $ 9.5 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is recorded within depreciation and amortization on the consolidated statements of operations. 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, 2025, is as follows: (in thousands) Amount Years ending December 31, 2026 $ 15,476 2027 15,476 2028 15,476 2029 14,185 2030 12,214 Thereafter 79,110 9. Leases The Company maintains operating and finance leases that grant us the right to use compression equipment, office spaces and certain corporate equipment. The Company’s leases have remaining lease terms of up to 15 years, some of which include options that permit renewals for additional periods. We are not, however, reasonably certain to exercise any F-20 Table of Contents renewal options and accordingly have not included those renewal periods in the remaining lease terms. 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: As of December 31, (in thousands) Classification 2025 2024 Right-of-use Assets: Operating leases Operating lease right-of-use assets, net $ 42,218 $ 53,754 Finance leases Finance lease right-of-use assets, net $ 6,500 $ 5,696 Lease liabilities: Operating lease liabilities: Current Accrued liabilities $ 9,796 $ 9,930 Noncurrent Operating lease liabilities 39,391 49,748 Total operating lease liabilities $ 49,187 $ 59,678 Finance lease liabilities: Current Accrued liabilities $ 2,224 $ 1,928 Noncurrent Finance lease liabilities 4,405 3,514 Total finance lease liabilities $ 6,629 $ 5,442 The components of total lease cost were as follows: For the Year Ended December 31, (in thousands) 2025 2024 2023 Operating lease expense: Operating lease expense $ 15,828 $ 14,993 $ 6,536 Short-term lease expense 5,377 4,287 1,132 Total operating lease expense 21,205 19,280 7,668 Finance lease expense: Amortization of leased assets 2,640 1,421 — Interest on lease liabilities 546 202 — Total finance lease expense 3,185 1,623 — Total lease expense $ 24,390 $ 20,903 $ 7,668 The short-term lease cost disclosed above reasonably reflects the Company’s ongoing short-term lease commitments. These lease costs are primarily recorded within cost of operations. Supplemental information related to the Company’s operating and finance leases were as follows: F-21 Table of Contents For the Year Ended December 31, (in thousands, except years and percentages) 2025 2024 2023 Other supplemental information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 26,600 $ 16,879 $ 5,800 Operating cash flows - finance leases 517 319 — Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 7,294 $ 12,894 $ 28,353 Finance leases 3,418 7,111 — Weighted-average remaining lease term: Operating leases 5.64 years 6.56 years 7.50 years Finance leases 2.97 years 3.07 years — Weighted-average discount rate: Operating leases 9.2 % 9.5 % 9.5 % 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, 2025 are as follows : (in thousands) Operating leases Finance leases Year ended December 31, 2026 $ 13,726 $ 2,589 2027 11,023 2,553 2028 8,687 1,405 2029 8,203 773 2030 5,444 — Thereafter 20,233 — Total lease payments 67,316 7,320 Less: imputed interest ( 18,129 ) ( 691 ) Total lease liabilities $ 49,187 $ 6,629 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. 10. 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. There were no impairment or triggering events for the year ended December 31, 2023 . F-22 Table of Contents 11. Debt and Credit Facilities Long-term debt consisted of the following: As of December 31, (in thousands) 2025 2024 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 Add: unamortized debt premiums 4,145 — Less: unamortized debt issuance cost ( 63,542 ) ( 43,188 ) Long-term debt, net of unamortized debt issuance cost 2,555,250 2,581,909 Other borrowings 395 5,739 Total long-term debt and other borrowings $ 2,555,645 $ 2,587,648 ABL Facility 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: incur additional indebtedness and guarantee indebtedness; pay certain dividends or make other distributions or repurchase or redeem equity interests; prepay, redeem or repurchase certain debt; issue certain preferred units or similar equity securities; make loans and investments; sell, transfer or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting the Company’s restricted subsidiaries’ ability to pay dividends; enter into certain swap agreements; amend certain organizational documents; enter into sale and leaseback transactions; and consolidate, merge or sell all or substantially all of the Company’s assets. The ABL Facility is a “revolving credit facility” that includes a lockbox arrangement whereby, under certain events, remittances from customers are forwarded to a bank account controlled by the administrative agent and are applied to reduce borrowings under the facility. One such event occurs if availability under the ABL Credit Agreement falls below a specified threshold (i.e., $ 100 million for five ( 5 ) consecutive days until such time availability is greater than $ 100 million for twenty ( 20 ) consecutive days). 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. 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 F-23 Table of Contents 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. We were in compliance with all covenants as of December 31, 2025, and 2024. 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, 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. 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 % 2027 101.813 % 2028 and thereafter 100.000 % 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. F-24 Table of Contents 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 2028 103.250 % 2029 101.625 % 2030 and thereafter 100.000 % 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 2030 103.375 % 2031 102.250 % 2032 101.125 % 2033 and thereafter 100.000 % 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. F-25 Table of Contents As of December 31, 2025, the scheduled maturities of the Company's long-term debt were as follows: (in thousands) Amount Years ended December 31, 2026 $ 395 2027 — 2028 — 2029 750,000 2030 464,647 Thereafter 1,400,000 Total $ 2,615,042 Other Borrowings 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. 12. Derivative Instruments 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. See Note 13. 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) December 31, 2025 2024 2023 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 13. 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 F-26 Table of Contents 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, 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 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. See Note 12. Derivative Instruments for more details. We consider the inputs for our long-lived asset impairment calculations to be Level 3 inputs in the fair value hierarchy. See Note 10. Long-Lived and Other Asset Impairment for additional information. 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. See Note 3. 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- 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 (1) As of December 31, 2024 Level 1 Level 2 Level 3 Total 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 (1) See Note 11. Debt and Credit Facilities for a reconciliation of the long-term debt’s presentation in the consolidated balance sheets. 14. Stockholders’ Equity Share Repurchases 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. F-27 Table of Contents 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 Average price per share $ 34.02 $ 27.88 Total number of shares repurchased 3,057 1,435 The above shares are currently held in treasury stock. Treasury stock purchases are accounted for under the cost method whereby the cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to additional paid-in capital using the average-cost method. Preferred Stock Holders of the Company’s preferred stock are entitled to one vote for each 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. Each preferred stock holds an equal number of OpCo Units, representing economic interests in Kodiak’s subsidiary, Kodiak Services. 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 subject to certain conditions. 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. 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 On June 20, 2023, Kodiak’s Board authorized and adopted the Kodiak Gas Services, Inc. Omnibus Incentive Plan (the “Omnibus Plan”) for employees, consultants and directors. 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. 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 Restricted stock units (“RSUs”) are time-based units that vest ratably over a three-year period, subject to continuous service through each vesting date. Stock-based compensation for RSUs is recognized on a straight-line basis over the requisite service period. Performance Stock Units Performance stock units (“PSUs”) cliff vest at the end of a three-year performance period, with the ultimate number of shares earned and issued ranging from 0 - 190 % of the number of shares subject to the PSU award based on the Company's achievement of certain predefined internal targets and the Company's performance relative to its peers as described in the underlying performance share unit agreement, subject to continuous service through the end of the performance period. 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 F-28 Table of Contents 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. Stock-based compensation for PSUs is recognized on a straight-line basis over the vesting period based on the probable performance outcome. The Company reassesses the probability of achieving the performance targets each reporting period and adjusts compensation expense accordingly. CSI Compressco Long Term Incentive Plan In connection with the CSI Acquisition, we assumed the CSI Compressco LP Third Amended and Restated 2011 Long Term Incentive Plan (“2011 Plan”) and outstanding unvested RSU awards originally granted by CSI Compressco under 2011 Plan that were held by former CSI Compressco employees continuing their employment with Kodiak post-acquisition. These assumed awards were converted into 145,302 RSU awards under the Omnibus Plan and will vest in accordance with their original terms, generally over 3 years. 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 year ended December 31, 2025: RSUs PSUs Number of RSUs Weighted- Average Price Number of PSUs Weighted- Average Price Outstanding at December 31, 2024 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 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 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. Dividends 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 2025 Q1 $ 0.41 $ 36,956 Q2 0.45 40,647 Q3 0.45 40,427 Q4 0.49 43,400 2024 Q1 $ 0.38 $ 29,815 Q2 0.38 32,578 Q3 0.41 35,113 Q4 0.41 36,380 2023 Q4 $ 0.38 $ 29,793 F-29 Table of Contents 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. 15. Commitments and Contingencies Accrued Capital Expenditures 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. Purchase Commitments Purchase commitments primarily consist of future commitments to purchase new compression units ordered but not received. 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 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 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. law. 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. F-30 Table of Contents 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 As of December 31, 2025, there was $ 1.4 million of letters of credit outstanding under the ABL Facility mainly to support the Company's obligations to construct a gas compression station on behalf of a customer. 16. Accrued Liabilities Accrued liabilities consisted of the following: As of December 31, (in thousands) 2025 2024 Sales tax liability $ 107,982 $ 70,927 Accrued interest 50,970 48,561 Accrued compensation 24,710 22,403 Lease liabilities - current portion 12,021 11,858 Accrued taxes 9,560 5,107 Station project accrual 2,930 9,385 Equipment financing 395 5,344 Accrued accounts payable — 1,104 Other 9,895 14,043 Total accrued liabilities $ 218,463 $ 188,732 17. Income Taxes Income before income taxes consists of the following: Year Ended December 31, (in thousands) 2025 2024 2023 Income before income taxes: United States $ 117,415 $ 74,650 $ 35,136 Foreign ( 3,943 ) 1,258 — Total income before income taxes $ 113,472 $ 75,908 $ 35,136 Income tax expense consisted of the following: Year Ended December 31, (in thousands) 2025 2024 2023 Current income taxes: Federal $ 1,523 $ 4,482 $ 4,668 State and local 4,330 4,085 2,539 Foreign 368 1,578 — Total current tax 6,221 10,145 7,207 Deferred income taxes: Federal 24,054 14,344 1,980 State and local 2,996 1,499 5,883 Foreign ( 1,387 ) ( 414 ) — Total deferred tax 25,663 15,429 7,863 Income tax expense $ 31,884 $ 25,574 $ 15,070 F-31 Table of Contents The effective tax rates on continuing operations for the years ended December 31, 2025, 2024 and 2023 were 28.1 %, 33.7 %, and 42.9 %, respectively. The table below reconciles these effective tax rates with the U.S. federal statutory income tax rate as follows: Year ended December 31, 2025 (in thousands) Amount Percent Income (loss) before income taxes $ 113,472 Tax at Federal Statutory Rate 23,829 21.0 % Federal Valuation Allowance 906 0.8 % Other 761 0.7 % Total Federal $ 1,667 1.5 % State and local State, Net of Federal Benefit (1) 6,569 5.8 % Valuation Allowance 96 0.1 % Total State and local $ 6,665 5.9 % Foreign 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 % (1) State taxes in Texas contributed to the majority of the tax effect in this category. F-32 Table of Contents Year ended December 31, 2024 2023 Income before income taxes $ 75,908 $ 35,136 Tax at Federal Statutory Rate 15,944 7,379 State, Net of Federal Benefit 5,135 6,135 Non deductible expenses 2,251 925 Stock based compensation windfall ( 896 ) — Non deductible loss on the sale of receivables 2,979 — Valuation Allowance 546 519 Impact of operating in foreign jurisdictions 1,749 — 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, 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) 2025 US Federal $ 704 US State and local Texas $ 3,365 Other state and local 594 Total state and local tax $ 3,959 Foreign Argentina $ 205 Netherlands 685 Other foreign 386 Total foreign tax $ 1,276 Total income taxes paid (1) $ 5,939 (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. F-33 Table of Contents Significant components of the deferred tax assets and liabilities are as follows: Year ended December 31, (in thousands) 2025 2024 Deferred tax assets: Net operating losses $ 394,727 $ 392,585 Interest expense carryforward 87,008 87,039 Deferred compensation 2,947 2,169 Other assets 2,288 2,869 Total gross deferred tax assets 486,970 484,662 Valuation allowance ( 1,538 ) ( 745 ) Total deferred tax assets, net of valuation allowance 485,432 483,917 Deferred tax liabilities: Investment in subsidiaries ( 576,215 ) ( 549,819 ) Property, plant and equipment ( 29,769 ) ( 34,157 ) Other liabilities ( 2,299 ) ( 3,767 ) Total gross deferred tax liabilities ( 608,283 ) ( 587,743 ) Net deferred tax liabilities $ ( 122,851 ) $ ( 103,826 ) Deferred Tax Assets and Liabilities The Company regularly reviews its deferred tax assets, including net operating loss carryovers, for recoverability, and a valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset may not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences are deductible. In assessing the need for a valuation allowance, the Company makes estimates and assumptions regarding projected future taxable income, its ability to carry back operating losses to prior periods, the reversal of deferred tax liabilities and the implementation of tax planning strategies. As the Company reassesses these assumptions in the future, changes in forecasted taxable income may alter this expectation and may result in an increase to the valuation allowance and an increase in the effective tax rate. The Company’s ability to utilize its net operating loss carryforwards and other tax attributes to reduce future taxable income is subject to potential annual limitations under Internal Revenue Code Section 382 and Section 383 and similar state provisions. These limitations are applicable to the extent certain ownership changes by 5% shareholders and stock issuances by the Company during any three-year period result in a cumulative change of more than 50% in the beneficial ownership of the Company. 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, 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 As of December 31, 2025, we have gross federal tax net operating loss carryforwards of $ 1.78 billion and IRC Section 163(j) interest carryforwards of $ 375 million which have an indefinite useful life. We have gross post-apportionment state net operating loss carryforwards of $ 417 million which have various useful lives. Uncertain Tax Benefits The Company evaluates its tax positions and recognizes only tax benefits that, more likely than not, will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax position is measured at the largest amount of benefit that has a greater than 50% likelihood of being realized upon settlement. The Company did not have any uncertain tax benefits as of December 31, 2025 and 2024. 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. Tax year 2022 is currently under examination by the Internal Revenue Service. F-34 Table of Contents 18. Defined Contribution Plan The Company maintains a defined contribution savings plan for its employees. 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. 19. Segments The Company manages its business through two operating segments: Contract Services and Other Services. Contract Services consists of operating Company-owned and customer-owned compression, and gas treating and cooling infrastructure, pursuant to primarily fixed-revenue contracts to enable the production and gathering of natural gas and oil. Other Services consists of a full range of contract services to support ancillary needs of customers, including station construction, maintenance and overhaul, freight and crane charges and other time and material-based offerings. Our Chief Executive Officer, also our CODM, assesses the performance of each segment based on adjusted gross margin. This metric is calculated by subtracting specific costs of service, such as cost of operations, from revenues directly attributable to the segment. Adjusted gross margin is a key tool used by the CODM for annual budgeting, monthly forecasting, and determining how to allocate capital and resources across the segments. Revenue includes only sales to external customers. The following table represents financial metrics by segment: (in thousands) Contract Services Other Services Total Year ended December 31, 2025 Revenue $ 1,181,270 $ 126,830 $ 1,308,100 Cost of operations (exclusive of depreciation and amortization) 373,493 106,432 479,925 Adjusted gross margin 807,777 20,398 828,175 Total assets 4,280,661 37,356 4,318,017 Capital expenditures 315,472 — 315,472 Year ended December 31, 2024 Revenue $ 1,034,173 $ 125,138 $ 1,159,311 Cost of operations (exclusive of depreciation and amortization) 355,016 103,360 458,376 Adjusted gross margin 679,157 21,778 700,935 Total assets 4,398,127 36,996 4,435,123 Capital expenditures 336,956 — 336,956 Year ended December 31, 2023 Revenue $ 735,605 $ 114,776 $ 850,381 Cost of operations (exclusive of depreciation and amortization) 257,092 93,779 350,871 Adjusted gross margin 478,513 20,997 499,510 Total assets 3,211,801 32,305 3,244,106 Capital expenditures 219,795 — 219,795 F-35 Table of Contents The following table reconciles adjusted gross margin to income before income taxes: Year ended December 31, (in thousands) 2025 2024 2023 Adjusted gross margin: Contract Services $ 807,777 $ 679,157 $ 478,513 Other Services 20,398 21,778 20,997 Depreciation and amortization (1) ( 276,185 ) ( 260,272 ) ( 182,869 ) Long-lived asset impairment ( 6,344 ) ( 9,921 ) — Selling, general and administrative expenses ( 144,070 ) ( 151,680 ) ( 73,308 ) (Loss) gain on sale of assets ( 61,566 ) ( 29,612 ) 777 Interest expense ( 198,370 ) ( 197,144 ) ( 222,514 ) Loss on extinguishment of debt — — ( 6,757 ) Gain on derivatives — 24,017 20,266 Other income (expense), net ( 28,168 ) ( 415 ) 31 Income before income taxes $ 113,472 $ 75,908 $ 35,136 (1) All depreciation and amortization is related to the Contract Services segment. 20. 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 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: Year ended December 31, (in thousands, except per share data) 2025 2024 2023 Net income attributable to common shareholders $ 80,521 $ 49,895 $ 20,066 Less: 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 Basic weighted average shares of common stock 87,199 83,094 68,059 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 Earnings per share attributable to common shareholders: Basic $ 0.90 $ 0.58 $ 0.29 Diluted $ 0.89 $ 0.56 $ 0.29 F-36 Table of Contents 21. Related Party Transactions 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. Total cost during the years ended December 31, 2025 and 2024 were approximately $ 3.5 million and $ 7.4 million, respectively. A portion of these costs were capitalized as internal-use software within intangible asset in the consolidated balance sheets, see Note 8. Goodwill and Identifiable Intangible Assets, net. 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 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. See Note 14. Stockholders’ Equity for further details of these transactions. 22. 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. F-37