Kodiak Gas Services Announces Pricing of Offering of Common Stock by Selling Stockholder

Kodiak Gas Services, Inc. (NYSE: KGS) (“Kodiak” or the “Company”) today announced the pricing of an underwritten public offering (the “Offering”) of 6,086,957 shares of its common stock by an affiliate of the funds known as EQT Infrastructure III and EQT Infrastructure IV (the “selling stockholder”) at a price to the public of $25.00 per share. The selling stockholder granted the underwriters a 30-day option to purchase up to an additional 913,043 shares of the Company’s common stock. Kodiak will not sell any shares of its common stock in the Offering and will not receive any proceeds from the sale of the shares of its common stock being offered by the selling stockholder. The Offering is expected to close on September 11, 2024, subject to customary closing conditions.

Concurrent with the closing of the Offering, the Company intends to purchase from the selling stockholder in a private transaction $25 million of common stock at a price per share equal to the public offering price (the “Share Repurchase”). The Offering is not conditioned upon the closing of the Share Repurchase, but the Share Repurchase is conditioned upon the closing of the Offering.

Barclays, Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers for the Offering. The Offering is being made only by means of a prospectus supplement and the accompanying base prospectus, which was filed as part of an automatic shelf registration statement on Form S-3 (File No. 333-280737), which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on July 10, 2024. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the Offering, as well as copies of the final prospectus supplement once available, may be obtained for free on the SEC’s website at www.sec.gov or by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by phone at 1-888-603-5847 or by email at [e-mail]; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: [phone], facsimile: 212-902-9316 or by emailing [e-mail]; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at [e-mail] and [e-mail].