Form 8-K - Current report

Kodiak Gas Services, Inc.

Date: October 24, 2023

/s/ Kelly M. Battle

Kelly M. Battle

Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2023

Kodiak Gas Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41732

83-3013440

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


15320 Highway 105 W, Suite 210, Montgomery, Texas		77356
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (936) 539-3300

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

KGS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

On October 24, 2023, Kodiak Gas Services, Inc. (the “Company”) issued a press release announcing a quarterly cash dividend of $0.38 per share of common stock payable on November 10, 2023 to holders of record as of the close of business on November 3, 2023. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information under this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01

Financial Statements and Exhibits.

d) Exhibits.


No.		Description

99.1		Kodiak Gas Services, Inc. press release dated October 24, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Exhibit 99.1


FOR IMMEDIATE RELEASE
		Contacts:
		Kodiak Gas Services, Inc.
		Graham Sones, VP of Investor Relations ir@kodiakgas.com
		(936) 755-3259
		Dennard Lascar Investor Relations
		Ken Dennard / Rick Black
		KGS@dennardlascar.com 713-529-6600

Kodiak Gas Services Initiates

Quarterly Dividend of $0.38 per Share of Common Stock

Announces 2023 Third Quarter Earnings Release and Conference Call Schedule

MONTGOMERY, TX — October 24, 2023 — Kodiak Gas Services, Inc. (NYSE: KGS), (“Kodiak” or the “Company”), a leading provider of critical energy infrastructure and contract compression services, today announced that its board of directors has declared Kodiak’s first quarterly cash dividend of $0.38 per share of common stock, or $1.52 per share of common stock on an annualized basis, for the third quarter of 2023. This cash dividend will be paid on November 10, 2023 to all stockholders of record as of the close of business on November 3, 2023.

Mickey McKee, Kodiak’s founder and Chief Executive Officer, stated, “Consistent with our capital allocation strategy, we are excited to announce our first quarterly dividend. We believe the stable, positive cash flow provided by our resilient business model supports an attractive return of capital to shareholders via a well-covered dividend while maintaining conservative balance sheet leverage and providing flexibility to capitalize on the high-return growth opportunities we see in the market. The dividend we announced, when annualized, represents one of the most compelling yields in midstream today, and the highest among our compression peers.”

Kodiak also announced that it will release third quarter 2023 financial results on Wednesday, November 8, 2023 after the market closes. In conjunction with the release, the Company has scheduled a conference call, which will also be broadcast live over the Internet, on Thursday, November 9, 2023 at 11:00 a.m. Eastern Time (10:00 a.m. Central Time).

What:

Kodiak Gas Services Third Quarter 2023 Earnings Conference Call

When:

Thursday, November 9, 2023 at 11:00 a.m. Eastern / 10:00 a.m. Central

How:

Live via phone – By dialing 201-389-0872 and asking for the

Kodiak Gas Services call at least 10 minutes prior to the start time, or

Live over the Internet – By logging onto the web at the address below

Where:

https://ir.kodiakgas.com/news-events/ir-calendar

For those who cannot listen to the live call, a replay will be available through November 16, 2023 and may be accessed by dialing 201-612-7415 and using pass code 13738946#. Also, an archive of the webcast will be available shortly after the call at https://ir.kodiakgas.com/news-events/ir-calendar for 90 days.

About Kodiak Gas Services, Inc.

Kodiak Gas Services, Inc. is one of the largest contract compression services providers in the continental United States with a revenue-generating fleet of over 3.2 million horsepower. The company focuses on providing contract compression services to oil and gas producers and midstream customers in high-volume gas gathering systems, processing facilities, multi-well gas lift applications and natural gas transmission systems. More information is available at www.kodiakgas.com.

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements contained herein include the amount and timing of future dividend payments. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. A list and description of risks, uncertainties and other factors can be found in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our final prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2023 pursuant to Rule 424(b)(4) and in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A. “Risk Factors” sections of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 and filed with the SEC on August 10, 2023. Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. Except as may be required by applicable law, we undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future developments or otherwise.

###

Document and Entity Information	Oct. 24, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001767042
Document Type	8-K
Document Period End Date	Oct. 24, 2023
Entity Registrant Name	Kodiak Gas Services, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-41732
Entity Tax Identification Number	83-3013440
Entity Address, Address Line One	15320 Highway 105 W
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Montgomery
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77356
City Area Code	(936)
Local Phone Number	539-3300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.01 per share
Trading Symbol	KGS
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false