DEF 14A of Kodiak Gas Services, Inc., Mar 27, 2026

DEF 14A of Kodiak Gas Services, Inc.

Filed Mar 27, 2026 · FY20250001767042-26-000028

Open on EDGAR

  1. PROPOSAL 1 - Election of Class III Directors

    PROPOSAL 1 - Election of Class III Directors Our Board of Directors (the “Board” or “Kodiak Board”) recommends that the nominees below be elected as members of the Board at the Annual Meeting.

  2. PROPOSAL 1 - Election of Class III Directors

    | Name | Age | Position | Director and/or Executive Officer Since | Current Board Term Expires | Expiration of Term for Which Nominated | | Terry Black Bonno | 68 | Class III Director | 2023 | 2026 | 2029 | | William L. Bullock, Jr. | 61 | Class III Director | 2025 | 2026 | 2029 | | Chris Drumgoole | 50 | Class III Director | 2023 | 2026 | 2029 |

  3. PROPOSAL 1 - Election of Class III Directors

    The Board, acting on the recommendation of our Nominating, Governance & Sustainability Committee, has nominated the three individuals named above for election as Class III directors. Each nominee is currently a director.

  4. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  5. Board of Directors

    Board of Directors The Kodiak Board consists of nine members. The number of members of the Board will be determined from time to time by Board resolution. The Kodiak Board is currently divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms. Class I, Class II and Class III directors will serve until our annual meetings of shareholders in 2027, 2028 and 2029, respectively. As part of its governance review, the Board, based upon the recommendation from the Nominating, Governance & Sustainability Committee, has included a management proposal to be voted upon at the Annual Meeting, seeking shareholder approval to amend the Company’s Charter to declassify the Board (Proposal 4). In evaluating director candidates, we assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the Board’s ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the Board to fulfill their duties. The following table sets forth the director class, name and age as of March 9, 2026, and other information for each member of our Board:

  6. Board of Directors

    | Name | Age | Position | Director and/or Executive Officer Since | Current Board Term Expires | Expiration of Term for Which Nominated | | Terry Black Bonno | 68 | Class III Director | 2023 | 2026 | 2029 | | William L. Bullock, Jr. | 61 | Class III Director | 2025 | 2026 | 2029 | | Chris Drumgoole | 50 | Class III Director | 2023 | 2026 | 2029 | | Alex N. Darden | 50 | Class II Director | 2023 | 2028 | | | Randall J. Hogan | 70 | Class II Director and Chairperson of the Board | 2023 | 2028 | | | Margaret C. Montana | 70 | Class II Director | 2023 | 2028 | | | Jon-Al Duplantier | 58 | Class I Director | 2023 | 2027 | | | Gretchen Holloway | 51 | Class I Director | 2023 | 2027 | | | Robert McKee | 48 | Class I Director, President and Chief Executive Officer | 2023 | 2027 | |

  7. Selection of Board Nominees / Director Criteria

    Selection of Board Nominees / Director Criteria The Board has overall responsibility for the selection of candidates for nomination or appointment to the Board. The Nominating, Governance & Sustainability Committee will recommend director candidates to the Board for nomination or appointment. The Board’s policy is to encourage selection of directors who will contribute to the Company’s overall corporate goals. The Board and the Nominating, Governance & Sustainability Committee will annually review the experience and characteristics appropriate for Board members and director candidates in light of the Board’s composition at the time, and the skills and expertise needed for effective operation of the Board and its committees. The director criteria the Board considers, based on the recommendations of the Nominating, Governance & Sustainability Committee, will include: Ethics Directors should be persons of good reputation and character who conduct themselves in accordance with high personal and professional ethical standards, including the policies set forth in the Company’s Code of Conduct. Conflicts of Interest Each director should not, by reason of any other position, activity or relationship, be subject to any conflict of interest that would impair the director’s ability to fulfill the responsibilities of a member of the Board. Independence The Board will consider whether directors and nominees will be considered independent under the standards of the New York Stock Exchange (“NYSE”), and the heightened independence standards for audit committees and compensation committees under securities laws. Business and Professional Activities Directors should maintain a professional life, active enough to keep them in contact with the markets and/or the industry in which the Company is active. A significant position or title change will be seen as a reason to review a director’s membership on the Board. Experience, Qualifications and Skills Directors should have the educational background, experience, qualifications and skills relevant for effective management and oversight of the Company’s management, which may include experience at senior executive levels in comparable companies, public service, professional service firms or educational institutions. Time / Participation Directors should have the time and willingness to carry out their duties and responsibilities effectively, including time to study informational and background materials and to prepare for meetings. Directors should attempt to arrange their schedules to allow them to attend all scheduled Board and committee meetings. The Board will consider the participation of and contributions to the activities of the Board for any director recommended for re-nomination. Board Evaluation The Board will conduct and consider the results of the Annual Board Evaluation in its Board refreshment strategy. Overboarding Accepting a directorship with another company that the director did not hold when elected or appointed to the Board will be seen as a reason to review a director’s membership on the Board. Tenure / Retirement The Board does not believe that there should be a fixed term for directors but will consider each director’s tenure and the average tenure of the Board. Shareholder Recommendations for Board Nominees The Nominating, Governance & Sustainability Committee evaluates director candidates recommended by shareholders in the same way it evaluates candidates recommended by all other persons. Shareholders wishing to submit recommendations for director candidates for consideration by the Nominating, Governance & Sustainability Committee must provide the information specified in our Bylaws to the Company’s Corporate Secretary at Kodiak Gas Services, Inc., 9950 Woodloch Forest Dr., Suite 1900, The Woodlands, TX 77380 within the time period specified in our Bylaws.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board has adopted a compensation program for our non-employee directors (the “Director Compensation Policy”). The Director Compensation Policy became effective as of January 1, 2025 and remained unchanged throughout 2025. Pursuant to the Director Compensation Policy, each member of the Board who is not our employee will receive the following cash compensation for board services, as applicable: •$100,000 per year for service as a board member; •$50,000 per year for service as the non-executive chairperson; and •$20,000 per year for service as chairperson of the Audit & Risk Committee, $15,000 per year for service as chairperson of our Personnel & Compensation Committee and $15,000 per year for service as chairperson of the Nominating, Governance & Sustainability Committee. In addition, pursuant to the Director Compensation Policy, on the date of each annual meeting, each individual who serves as a non-employee director as of such date and will continue to serve as a non-employee director immediately following such date will receive grants of restricted stock units with a grant date value equal to approximately $150,000. The restricted stock units will vest on the earlier of (i) the day immediately preceding the date of the first annual meeting following the date of grant and (ii) the first anniversary of the date of grant, in each case, subject to such director’s continuing service on the Board through such dates of vesting. All of a non-employee director’s outstanding restricted stock units shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Omnibus Plan, which is defined below). Our Director Compensation Policy provides that the equity award shall be granted under and shall be subject to the terms and provisions of our Omnibus Plan and shall be granted subject to the execution and delivery of award agreements.

  9. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation awarded or paid to certain non-employee members of our board of directors for the fiscal year ended December 31, 2025.

  10. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($(3) | Total ($) | | Randall J. Hogan | 150,000 | 150,000 | 8,534 | 308,534 | | Gretchen Holloway | 120,000 | 150,000 | 8,534 | 278,534 | | Terry Black Bonno | 115,000 | 150,000 | 8,534 | 273,534 | | Jon-Al Duplantier | 115,000 | 150,000 | 8,534 | 273,534 | | Chris Drumgoole | 100,000 | 150,000 | 8,534 | 258,534 | | Margaret C. Montana | 100,000 | 150,000 | 8,534 | 258,534 | | William L. Bullock, Jr.(4) | 33,333 | 95,760 | 1,311 | 130,404 | | Alex N. Darden(5) | — | — | — | — | | Nirav Shah(5) | — | — | — | — |

  11. Director Compensation Table

    (1)Represents fees earned by or paid to our non-employee directors for services during calendar year 2025. (2)On April 23, 2025, each of our non-employee directors, except for Messrs. Darden, Shah and Bullock, received an award of 4,512 restricted stock units. Mr. Bullock received a prorated award of 2,676 shares as of September 2, 2025. The amounts reflected in this column represent the grant date fair value of the restricted stock units granted to each of our non-employee directors pursuant to the Omnibus Plan, as computed in accordance with FASB ASC Topic 718. See Note 14 (“Stockholders’ Equity—2023 Omnibus Incentive Plan”) to Kodiak’s financial statements as of and for the fiscal year ended December 31, 2025 in our Annual Report for Form 10-K filed with the SEC on February 20, 2026 for details. (3)Represents dividend equivalent payments on unvested restricted stock units. (4)Pursuant to the Director Compensation Policy, cash compensation and stock awards were prorated for Mr. Bullock based on his appointment to the Board effective September 2, 2025. (5)Kodiak designated Messrs. Darden and Shah to serve as members of our Board pursuant to the Kodiak Stockholders’ Agreement (as defined below). The Kodiak Stockholders’ Agreement allowed for two directors to be nominated by Frontier TopCo Partnership, L.P. for so long as it owned, directly or indirectly, 35% or more of Kodiak’s outstanding stock and one director when ownership was 10% or more but less than 35%. Mr. Shah resigned from the Board in August 2025 once Frontier Top Co Partnership, L.P. ownership in Kodiak fell below 35%. Pursuant to the Company’s Director Compensation Policy, which previously restricted Messrs. Darden and Shah from receiving compensation for services provided as non-employee directors while Frontier TopCo Partnership, L.P. or its affiliates maintained ownership in Kodiak, Messrs. Darden and Shah did not receive any compensation from Kodiak during 2025. Mr. Darden continues to serve on the Kodiak Board and is eligible for fees and stock awards under the Director Compensation Policy in 2026, as Frontier TopCo Partnership, L.P. ceased to own Kodiak stock as of December 2, 2025.

  12. NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

    NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

  13. Class III Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting

    Class III Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting

  14. Class III Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting

    | | Terry Black Bonno - Independent Director | | | Terry Black Bonno has served as a director on the Kodiak Board since June 2023 in conjunction with our initial public offering (“IPO”). Prior to the IPO, she served as a member of the board of directors of another Kodiak subsidiary from February 2019 through June 2023. Additionally, she has served on the DNOW Inc. (NYSE: DNOW) board of directors and its audit committee since May 2014, and has served as a member of the DNOW Inc. environmental, social, governance and nominating committee since May 2022. From 2017 to the divestiture of 3i Group plc in 2019, Ms. Bonno served as a director of Tampnet Inc., an operator of offshore high-capacity communication networks. She also served as a director for several energy industry and charity boards. Since 2014, she has served on the board of Spindletop Community Impact Partners, a non-profit organization. In 2017, Ms. Bonno was chosen as an industry expert to serve in an advisory capacity to the National Offshore Safety Advisory Committee for a three-year term ending in 2020. Ms. Bonno also served as Senior Vice President of Industry and Community Relations for Transocean Ltd. from 2017 until her retirement in October 2018. Before that, Ms. Bonno served as Senior Vice President of Marketing for Transocean Ltd. from 2011 to 2017 and as Vice President of Marketing from 2008 to 2011, with oversight of Transocean’s marketing in fourteen countries. Previously, Ms. Bonno served in various director and management roles at Transocean Ltd., leading the marketing and contracts efforts for West Africa and the Americas from 2001 until 2008. Ms. Bonno received a Bachelor of Business Administration in Accounting from Stephen F. Austin State University, and she is a Certified Public Accountant. We believe that Ms. Bonno’s public and private company board experience, extensive industry experience and expertise in business development qualify her to serve as a member of the Kodiak Board. |

  15. Class III Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting

    | | William L. Bullock, Jr. - Independent Director | | | William L. Bullock, Jr. has served as a director on the Kodiak Board since September 2025. Mr. Bullock retired as Executive Vice President and Chief Financial Officer of ConocoPhillips (NYSE: COP) in August 2025 after serving in such capacity since September 2020. In this capacity, he oversaw teams responsible for finance, investor relations, digital and information technology, mergers and acquisitions, and commercial trading. Mr. Bullock joined ConocoPhillips in 1986 and has more than 35 years of oil and gas experience. Prior to his role as Executive Vice President and Chief Financial Officer at ConocoPhillips, Mr. Bullock served as President, Asia Pacific & Middle East from 2015 to 2020 and served as Vice President, Corporate Planning & Development from 2012 to 2015. Prior to that, he held a series of positions of increasing responsibilities in various engineering, operations, commercial and business development roles for ConocoPhillips. Mr. Bullock serves on the Engineering Advisory Council at Texas A&M University and the Joint Advisory Board for Texas A&M University at Qatar. In addition, he has served as a member of the board of directors of AltaGas Ltd., a North American energy infrastructure company, since October 2025 and serves as a director for the Sam Houston Area Council of Scouts USA. Mr. Bullock received an MBA from Oklahoma City University with an emphasis in Finance and a Bachelor of Science in Chemical Engineering from Texas A&M. We believe that Mr. Bullock’s extensive industry and executive leadership experience qualify him to serve as a member of the Kodiak Board. |

  16. Class III Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting

    | | Chris Drumgoole - Independent Director | | | Chris Drumgoole has served as a director on the Kodiak Board since June 2023 in conjunction with our IPO. Mr. Drumgoole currently serves as President of DXC GIS, of DXC Technology Company, (NYSE: DXC), an IT services company, a role he has held since January 2025. He previously served as Managing Director of the Global Infrastructure Services business and EVP and COO of DXC Technology Company from 2020 through 2025. Prior to joining DXC Technology, Mr. Drumgoole served as Global Chief Information Officer for General Electric (NYSE: GE), a role he assumed in April 2020 after serving as GE’s Chief Technology Officer since April 2014. Mr. Drumgoole joined GE from Verizon (NYSE: VZ) where he served as Chief Operating Officer of Verizon’s Teremark Cloud and Cybersecurity division. Prior to joining Verizon by acquisition, Mr. Drumgoole held a number of technology, cybersecurity, and executive roles at IBM, Cable & Wireless and Savvis. Mr. Drumgoole served on the Board of Directors of PetSmart, Inc. where he was a member of the audit committee from November 2019 through the company’s acquisition in October 2023. Additionally, Mr. Drumgoole serves on the board of directors of ONUG, a technology leaders association, a role he has held since January 2016. He also sits on the Dean’s Advisory Board at Florida International University’s College of Engineering & Computer Science. Mr. Drumgoole further serves as President of the DXC Foundation, the corporate charitable foundation of DXC Technology. He received a Bachelor of Business Administration in Management Information Systems from Pace University. We believe that Mr. Drumgoole’s executive leadership experience and technology strategy and management experience in complex technology environments qualify him to serve as a member of the Kodiak Board. |

  17. Class I Directors (Terms Expiring in Fiscal Year 2027)

    Class I Directors (Terms Expiring in Fiscal Year 2027)

  18. Class I Directors (Terms Expiring in Fiscal Year 2027)

    | | Jon-Al Duplantier - Independent Director | | | Jon-Al Duplantier has served as a director on the Kodiak Board since June 2023 in conjunction with our IPO. Mr. Duplantier has been a member of the board of directors of Stellar Bancorp, Inc. (NYSE: STEL), a bank holding company, since October 2022; and, of AltaGas Ltd., a North American energy infrastructure company, since February 2021. Mr. Duplantier previously served as a member of the board of directors of Sitio Royalties Corp. (NYSE: STR), a mineral royalties company with interests in the Permian Basin and other U.S. basins, from December 2022 to August 2025; of Brigham Minerals, Inc., a publicly-traded mineral royalties company from February 2021 to December 2022 and of Allegiance Bancshares, Inc. from January 2021 to September 2022. Mr. Duplantier retired as President, Rental Tools and Well Services of Parker Drilling Company in July 2020 after serving in such capacity since April 2018. Prior to holding such position, Mr. Duplantier served as Senior Vice President, Chief Administrative Officer and General Counsel from April 2014 to March 2018, among other roles from September 2009 to April 2014. Parker Drilling Company filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in December 2018. Prior to joining Parker Drilling Company, Mr. Duplantier served in many senior legal, commercial and environmental roles at ConocoPhilips from August 2002 to September 2009, including Senior Counsel, Exploration and Production; Managing Counsel, Indonesia; and Managing Counsel, Environmental, among other positions. Mr. Duplantier began his career as a patent attorney with E.I. Du Pont de Nemours and Company. Mr. Duplantier received a Juris Doctor from Louisiana State University and a Bachelor of Science in Chemistry from Grambling State University. We believe that Mr. Duplantier’s broad experience across commercial, governance and legal aspects of business, along with his professional and leadership experience qualify him to serve as a member of the Kodiak Board. |

  19. Class I Directors (Terms Expiring in Fiscal Year 2027)

    | | Gretchen Holloway - Independent Director | | | Gretchen Holloway has served as a director on the Kodiak Board since June 2023 in conjunction with our IPO. Ms. Holloway has served on the Board of Trustees of the Children’s Foundation since March 2024, and chairs its finance and audit committee. Ms. Holloway has served as the Senior Vice President and Chief Financial Officer of ITC Holdings Corp., an energy company which owns and operates high-voltage electricity transmission networks since July 2017, and she previously served as Vice President, Interim Chief Financial Officer and Treasurer from October 2016 to July 2017; Vice President and Treasurer from November 2015 to October 2016; Vice President, Finance from May 2014 to November 2015; and, various senior and director-level roles from January 2004 to May 2014. In her current role, Ms. Holloway is responsible for the company’s accounting, internal audit, treasury, financial planning and analysis, management reporting, risk management and tax functions. Prior to joining ITC Holdings Corp., Ms. Holloway held various financial roles at CMS Energy Corp (NYSE: CMS) from November 1999 to January 2004. Ms. Holloway began her career in public accounting at Arthur Andersen. She also served as a director of Caribbean Utilities Company, Ltd. from May 2021 to May 2023. Ms. Holloway received a Bachelor of Business Administration in Finance from Western Michigan University. In 2023, Ms. Holloway completed the Advanced Management Program at the University of Chicago Booth School of Business. We believe that Ms. Holloway’s technical financial skills, business acumen and leadership experience qualify her to serve as a member of the Kodiak Board. |

  20. Class I Directors (Terms Expiring in Fiscal Year 2027)

    | | Robert McKee | | | Robert McKee formed the Kodiak group of companies in 2010, and he has served as our President since formation and Chief Executive Officer since 2019. Mr. McKee has also served as a director on the Kodiak Board since June 2023 in conjunction with our IPO. Mr. McKee brings over 22 years of experience to us with extensive background in natural gas compression operations. Prior to founding our predecessor, he was the Senior Vice President of Sales and Engineering for CDM Resource Management, LLC (“CDM”), a provider of contract natural gas compression operations, from 2003 to 2010. He also managed the Engineering and Fleet Management group, worked with vendors and OEM manufacturers, as well as managed the sales and marketing efforts of some of the highest growth areas at CDM, all while building meaningful relationships with customers. Prior to that, Mr. McKee worked for two years in CDM’s Operations group researching and qualifying projects as well as installing compression equipment across Texas and Louisiana. He received a Bachelor’s Degree in Mechanical Engineering from Tulane University. We believe that Mr. McKee’s experience and deep knowledge of our business qualify him to serve as a member of the Kodiak Board. |

  21. Class II Directors (Terms Expiring in Fiscal Year 2028)

    Class II Directors (Terms Expiring in Fiscal Year 2028)

  22. Class II Directors (Terms Expiring in Fiscal Year 2028)

    | | Alex N. Darden - Independent Director | | | Alex N. Darden has served as a director of the Kodiak Board since June 2023 in conjunction with our IPO. Prior to the IPO, he served as a member of the board of directors of another Kodiak subsidiary from January 2019 through June 2023. Mr. Darden currently serves as Chairman and President of EQT Partners Inc. (“EQT Partners”) and Head of EQT Infrastructure Advisory Team Americas. He currently serves as executive officer and a director of EQT Infrastructure Company LLC, a holding company that seeks to acquire, own and control joint venture portfolio companies in the infrastructure sector. Prior to joining EQT Partners in 2008, Mr. Darden worked at GE Energy Financial Services where he invested in energy industry assets and companies. From 1998 to 2002, Mr. Darden held various positions within ABB Inc., a technology leader in electrification and automation. He is also currently serving on the board of directors of Madison Energy Infrastructure, a privately held company that develops, constructs, owns and operates distributed generation and energy storage assets within the commercial, industrial and small utility-scale sectors; Cypress Creek Renewables, LLC, a leading privately held national solar generation and energy storage company; Reworld, a privately held company that is a leader in providing sustainable environmental services across North America; Seven Seas Water Group, a privately held company that is a leading provider of sustainable water and waste water management solutions; Cirba Solutions, a privately held leader in battery recycling solutions; and The Broe Group, a privately held investment group with diversified holdings in real estate, rail, infrastructure, energy, agriculture, water, healthcare and technology. He previously was a member of the board of directors of Contanda Terminals LLC, Direct ChassisLink Inc., Fenix Marine Services, Ltd., Peregrine Midstream Partners LLC, Restaurant Technologies Inc and Synagro Technologies Inc. Mr. Darden received a Bachelor of Science in Business from North Carolina State University. We believe that Mr. Darden’s extensive leadership experience, skills and background qualify him to serve as a member of the Kodiak Board. |

  23. Class II Directors (Terms Expiring in Fiscal Year 2028)

    | | Randall J. Hogan - Independent Director | | | Randall J. Hogan has served as an independent Chairperson of the Kodiak Board since June 2023 in conjunction with our IPO. Prior to the IPO, he served as Chairperson of the board of directors of another Kodiak subsidiary from January 2019 through June 2023. He has also served as a member of the board of directors of Medtronic plc (NYSE: MDT), a healthcare technology leader, since January 2015 and has been an advisor to EQT since 2018. Mr. Hogan previously served as a director of nVent Electric plc (NYSE: NVT), a manufacturing company for electrical connection and protection products, from May 2018 through May 2024, and as Chairperson of nVent Electric plc from May 2018 to May 2023. Mr. Hogan served as the Chief Executive Officer of Pentair plc, an industrial manufacturing company, from 2001 to 2018 and as Chairperson of the Board from 2002 through 2018. Prior to his role as Chief Executive Officer of Pentair plc, Mr. Hogan held various leadership roles at Pentair plc including President and Chief Operating Officer from 1999 to 2000, and Executive Vice President and President of the Electrical and Electronic Enclosures Group from 1998 to 1999. Prior to joining Pentair plc in 1998, Mr. Hogan served as President of United Technologies’ Carrier Transicold Division, a provider of thermal management systems to the transportation industry. Before that, he served as Vice President and General Manager of Pratt & Whitney Industrial Turbines; held executive positions at General Electric; and served as a Consultant at McKinsey & Company. From 2008 to 2016, Mr. Hogan was a member of the board of directors of the Federal Reserve Bank of Minneapolis, including as Chairperson from December 2013 to January 2016. Mr. Hogan received a Bachelor of Science in Civil and Environmental Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the University of Texas at Austin. We believe that Mr. Hogan’s organizational leadership and board experience qualify him to serve as a member of the Kodiak Board. |

  24. Class II Directors (Terms Expiring in Fiscal Year 2028)

    | | Margaret C. Montana - Independent Director | | | Margaret C. Montana has served as a director on the Kodiak Board since June 2023 in conjunction with our IPO. Prior to the IPO, she served as a member of the board of directors of another Kodiak subsidiary from February 2019 through June 2023. Ms. Montana has served since September 2020 as member of the board of directors of Gibson Energy Inc. (TSE: GEI.CA), a Canadian crude oil infrastructure company. Ms. Montana retired as Chief Executive Officer and President of Shell Midstream Partners G.P., LLC in June 2015, and served on its board of directors from June 2014 until March 2020. Ms. Montana served in many roles with Shell USA, Inc. from August 2004 to June 2015, including Executive Vice President, U.S. Pipelines and Special Projects and Executive Vice President, Supply and Distribution, where she was responsible for hydrocarbon supply to Shell’s downstream worldwide fuels manufacturing and marketing businesses. Ms. Montana has also served on the Board of Trustees for Missouri University of Science & Technology since April 2018. Ms. Montana received a Bachelor of Science Degree in Chemical Engineering from the Missouri University of Science and Technology. We believe that Ms. Montana’s energy industry and senior executive and board experience qualify her to serve as a member of the Kodiak Board. |

  25. Executive Summary

    Executive Summary In 2025, Kodiak achieved record financial and operational performance, driven by strong demand for our large-horsepower contract compression services and strategic initiatives to optimize our fleet and expand our capabilities. This success is reflected in our executive compensation outcomes, which emphasize pay-for-performance and alignment with shareholder interests. Total direct compensation for our Named Executive Officers was heavily weighted toward variable, at-risk elements, with approximately 88% of the CEO's target pay and 79% of other NEOs' target pay tied to performance-based incentives. Key highlights include exceeding Adjusted EBITDA targets in our Short-Term Incentive Plan (“STIP”), resulting in payouts at 119% of target for most NEOs, and strong vesting outcomes for the 2023 Performance Stock Units (“PSUs”) at approximately 160% based on superior Discretionary Cash Flow, Net Leverage Ratio, Absolute Total Shareholder Return (“TSR”), and ESG achievements. These results underscore our commitment to linking executive pay to key drivers of long-term value creation, such as operational efficiency, financial discipline and sustainable growth. Salaries were modestly increased by an average of 3% from 2024 levels to maintain market competitiveness and support retention amid industry talent competition. We believe our 2025 compensation decisions were informed by robust shareholder engagement and positioned us well for the pending acquisition of Distributed Power Solutions, LLC, which, looking ahead, is expected to enhance our service offerings in distributed power solutions starting in 2026. This Compensation Discussion and Analysis (“CD&A”) describes our 2025 compensation programs and policies, and the accompanying executive compensation tables provide related disclosures for each of Mr. McKee, Mr. Griggs, Mr. Lenamon, Ms. Roclawski and Mr. Buhigas and former executive officer Ms. Battle (each a “Named Executive Officer” or “NEO” for 2025). Each NEO’s total target compensation for 2025 includes the following components:

  26. Executive Summary

    | Herein Called | Description | Form of Settlement | Principal Risk Exposures | | | | | | | Forfeiture | Nominal Share Price Performance | Company Performance(1) | | Salary | A fixed amount paid bi-weekly in arrears expressed as an annual base rate approved in February and made retroactively effective as of January 1st. | Cash | N/A | ☐ | ☐ | | Annual Incentive | A variable amount ranging from 0% to 150% of target, payable in March of 2026 based on the attainment of performance criteria during fiscal year 2025 pursuant to our STIP (see section entitled, “Annual Incentive” below) adopted in February by the Personnel & Compensation Committee. | Cash | 1 year | ☐ | ☑ |

  27. Executive Summary

    | Herein Called | Description | Form of Settlement | Principal Risk Exposures | | | | Herein Called | Description | Form of Settlement | Forfeiture | Nominal Share Price Performance | Company Performance(1) | | Long-Term Incentive -or- RSUs | A fixed amount of stock with a variable dollar value payable in 3 even installments on the 1st, 2nd and 3rd anniversaries of the grant date determined 1-for-1 based on the number of restricted stock units awarded pursuant to our LTIP (see section entitled “Long-Term Incentives” below) adopted in February by the Personnel & Compensation Committee under the Omnibus Incentive Plan. | Stock | 1/3 1 years 1/3 2 years 1/3 3 years | ☑ | ☐ | | Long-Term Incentive -or- PSUs | A variable amount ranging between 0% and 200% of the number of performance stock units awarded, payable in March of 2028 based on the attainment of performance criteria during fiscal years 2025-2027 pursuant to our LTIP adopted in February by the Personnel & Compensation Committee under the Omnibus Incentive Plan. | Stock | 3 years | ☑ | ☑ |

  28. Annual Incentive

    Annual Incentive Under our STIP typically adopted by the Personnel & Compensation Committee in February each year, participants may receive annual cash incentive payments the following year based on attainment of various performance metrics, with interpolation between threshold and target amounts or target and maximum amounts, as the case may be. The metrics for our 2025 program, together with weight and payout percentages are as follows:

  29. Annual Incentive

    | | 2025 | | | | | Performance Metric | | Payout | | | | | Weight | Threshold | Target | Maximum | | Adjusted EBITDA | 50% | 25% | 100% | 200% | | Safety - TRIR | 20% | 100% | 100% | 100% | | ERP Implementation | 10% | 100% | 100% | 100% | | Individual | 20% | 40% | 100% | 150% | | Total | 100% | 50% | 100% | 150% |

  30. Rationale for STIP Performance Metrics and Goals

    Rationale for STIP Performance Metrics and Goals The STIP metrics were selected to directly support Kodiak's 2025 strategic priorities, balancing financial performance with operational and individual accountability in the energy infrastructure sector. Adjusted EBITDA (50% weight) serves as our primary financial metric, reflecting profitability and operational efficiency amid fluctuating commodity prices and customer demand; goals were developed based on internal forecasts, historical performance, and peer benchmarks to drive revenue growth while controlling costs, as evidenced by our achievement of record Adjusted EBITDA of $715 million during fiscal year 2025. Safety - TRIR (20% weight) underscores our commitment to a zero-incident culture, essential for protecting employees and maintaining regulatory compliance in field operations; the threshold of 0.75 or less was set to exceed industry averages, contributing to our strong safety record. ERP Implementation (10% weight) was a one-time milestone tied to enhancing enterprise systems for better data analytics and scalability, supporting long-term efficiency gains. The Individual component (20% weight) allows for assessment of personal contributions, such as leadership in fleet optimization or integration efforts, ensuring holistic accountability. Overall, these metrics produced a 119% payout, reflecting outperformance in core areas that drove shareholder value. This design encourages balanced decision-making, as seen in our 97.7% fleet utilization and discretionary cash flow growth, while avoiding overemphasis on any single metric that could lead to undue risk. Under our 2025 STIP, our Named Executive Officers received awards as follows:

  31. Rationale for STIP Performance Metrics and Goals

    | Named Executive Officer | Participation(1) | Threshold | Target | Maximum | Actual | | Robert McKee | 120% | $454,500 | $900,000 | $1,350,000 | $1,070,424 | | John Griggs | 100% | $224,725 | $445,000 | $667,500 | $529,230 | | Chad Lenamon | 100% | $242,400 | $480,000 | $720,000 | $570,880 | | Cory Roclawski | 100% | $219,675 | $435,000 | $652,500 | $517,009 | | Pedro R. Buhigas | 100% | $219,675 | $435,000 | $652,500 | $517,009 | | Kelly Battle(2) | 100% | $204,525 | $405,000 | $607,500 | $337,500 |

  32. Rationale for STIP Performance Metrics and Goals

    (1)Participation is expressed as a percentage of the NEO’s annual salary. (2)In connection with Ms. Battle’s departure from the Company on October 31, 2025, she received a pro-rated STIP payment of $337,500 in accordance with the Company’s Executive Severance Plan and the Separation Agreement (as defined below). As such, the amount provided in this table does not reflect amounts received pursuant to performance achieved during 2025. Our 2025 STIP performance metrics and actual performance are as follows:

  33. Rationale for STIP Performance Metrics and Goals

    | Performance Metric | Actual(2) | Threshold | Target | Maximum | | Adjusted EBITDA (1) | $715,033 | $672,980 | $708,400 | $743,820 | | Safety - TRIR | Achieved | .75 or less | .75 or less | .75 or less | | ERP Implementation | Achieved | Achieved | Achieved | Achieved | | Individual | Exceeds Expectations | Needs Improvement | Successful Contributor | Exceeds Expectations |

  34. Rationale for STIP Performance Metrics and Goals

    (1)Dollar values reflected are in thousands. (2)Actual performance shown reflects that for all NEOs excluding Ms. Battle.

  35. Long-Term Incentives

    Long-Term Incentives Under our long-term incentive compensation program (“LTIP”) typically adopted by the Personnel & Compensation Committee in February each year under the Kodiak Gas Services, Inc. Omnibus Incentive Plan (the “Omnibus Plan”), participants receive awards of restricted stock units (individually, “RSU”) and performance stock units (individually, “PSU”). The Personnel & Compensation Committee established a total target amount for each NEO’s 2025 LTIP participation expressed as a dollar amount. The total target LTIP dollar amount was then allocated 40% to RSUs and 60% to PSUs as follows:

  36. Long-Term Incentives

    | Named Executive Officer | Target | | | Award | | | | Total | RSU | PSU | RSU | PSU | | Robert McKee | $4,500,000 | $1,800,000 | $2,700,000 | 52,817 | 79,226 | | John Griggs | $1,500,000 | $600,000 | $900,000 | 17,606 | 26,409 | | Chad Lenamon | $1,500,000 | $600,000 | $900,000 | 17,606 | 26,409 | | Cory Roclawski | $1,000,000 | $400,000 | $600,000 | 11,738 | 17,606 | | Pedro R. Buhigas | $1,000,000 | $400,000 | $600,000 | 11,738 | 17,606 | | Kelly Battle | $1,100,000 | $440,000 | $660,000 | 12,911 | 19,367 |

  37. Long-Term Incentives

    RSUs Upon vesting, each RSU awarded entitles the recipient to receive one share of our common stock, $0.01 par value per share. NEO awards vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date and one-third on the third anniversary of the grant date. PSUs Upon vesting, each PSU awarded entitles the recipient to receive one share of our common stock. The number of PSUs included in each award may be adjusted up or down based on attainment of various performance metrics over the three year performance period, with interpolation between threshold and target amounts or target and maximum amounts, as applicable. Awards are also subject to a three year, cliff vest. The metrics for our 2025 PSUs, together with weight and payout percentages are as follows:

  38. Long-Term Incentives

    | Performance Metric | 2025 | | | | | | | Payout | | | | | Weight | Threshold | Target | Maximum | | Discretionary Cash Flow | 30% | 50% | 100% | 200% | | Consolidated Net Leverage Ratio | 30% | 50% | 100% | 200% | | Absolute TSR | 30% | 50% | 100% | 200% | | ESG Scorecard | 10% | 100% | 100% | 100% | | Total | 100% | 55% | 100% | 190% |

  39. Rationale for LTIP Performance Metrics and Goals

    Rationale for LTIP Performance Metrics and Goals The LTIP metrics were chosen to promote sustained growth and alignment with long-term shareholder interests. Discretionary Cash Flow (30% weight) focuses on cash generation after maintenance capex, critical for funding growth initiatives like our 2025 fleet expansion of approximately 150,000 horsepower. Targets were set based on multi-year projections to encourage efficient capital allocation. Consolidated Net Leverage Ratio (30% weight) emphasizes balance sheet strength, supporting our achievement of a 3.5x leverage target by year-end 2025 and enabling over $263 million in shareholder returns via dividends and repurchases. Absolute TSR (30% weight) directly ties payouts to stock performance, rewarding executives for delivering superior returns amid sector dynamics. The 6%-12% TSR range reflects realistic yet ambitious goals given our post-IPO trajectory. The ESG Scorecard (10% weight) incorporates qualitative and quantitative measures such as emissions reductions, employee metrics, and safety audits, reflecting stakeholder expectations and our commitment to sustainable operations; it was achieved at 10% over the performance period, highlighting progress in areas like methane leak detection and workforce inclusion. This balanced design resulted in strong 2023 PSU outcomes, with payouts at 160%, driven by exceptional cash flow of $1.083 billion and TSR of 39%. The 60/40 split between PSUs and RSUs further reinforces performance orientation while providing retention value through time-based vesting, a structure that has supported our strategic pivot toward large-horsepower units and operational excellence.Our 2023 PSU performance period began on June 28, 2023 (the pricing date of our IPO) and ended on December 31, 2025. Performance metrics and actual performance for our 2023 PSUs are as follows:

  40. Rationale for LTIP Performance Metrics and Goals

    | Performance Metric | Weight | Actual(1) | Threshold(1) | Target(1) | Maximum(1) | | Discretionary Cash Flow(2) | 30% | $1,083,114 | $743,750 | $875,000 | $1,006,250 | | Consolidated Net Leverage Ratio(3) | 30% | 3.5x | 4.0x | 3.5x | 3.0x | | Absolute TSR | 30% | 39% | 6% | 9% | 12% | | ESG Scorecard | 10% | 10% | 10% | 10% | 10% |

  41. Rationale for LTIP Performance Metrics and Goals

    (1)Dollar values reflected are in thousands. (2)Adjusted net income and adjusted gross margin percentage are not financial measures prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and other operating metrics and reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Additional Information — Reconciliations of Non-GAAP to GAAP Financial Reconciliations” in this Proxy Statement. (3)Consolidated Net Leverage Ratio is not a financial measure prepared in accordance with GAAP. Consolidated Net Leverage Ratio is calculated pursuant to our credit agreement and is 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 credit agreement.

  42. Policies and Practices for Granting Certain Equity Awards

    Policies and Practices for Granting Certain Equity Awards We typically grant equity incentive awards to our Named Executive Officers annually. Our Personnel & Compensation Committee generally approves the annual equity incentive awards for Named Executive Officers at its meeting during the first quarter of each year. On occasion, the Personnel & Compensation Committee may grant equity incentive awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. While the Board and Personnel & Compensation Committee have discretionary authority to grant equity awards to our Named Executive Officers outside of the cycle described above, our Board and Personnel & Compensation Committee do not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. The Company has never awarded stock options (or similar awards). Independent Review of the Personnel & Compensation Committee and Role of Management The Personnel & Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisors. During the 2025 fiscal year, the Personnel & Compensation Committee retained Pay Governance as its independent compensation consultant to assist the Committee in evaluating the Company’s executive compensation program. The consultant provides advice on peer group selection, market compensation data, executive compensation structure, incentive plan design and emerging governance practices. The consultant reports directly to the Personnel & Compensation Committee and does not provide other services to management without Committee approval. The Personnel & Compensation Committee has assessed the independence of Pay Governance, as required under NYSE listing rules. The Personnel & Compensation Committee has also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Pay Governance. Based on this review, the Personnel & Compensation Committee is not aware of any conflict of interest that has been raised by the work performed by Pay Governance. Generally, our Personnel & Compensation Committee reviews and approves compensation arrangements for executive officers. Other than with respect to the compensation of our Chief Executive Officer, our Personnel & Compensation Committee also takes into consideration the recommendations for executive compensation made by our Chief Executive Officer, which recommendations are generally presented at the time of our Personnel & Compensation Committee’s review of executive compensation arrangements.

  43. Executive Compensation Peer Group

    Executive Compensation Peer Group As part of its review, with the support of Pay Governance, the Personnel & Compensation Committee evaluates competitive market data for companies within the Kodiak’s peer group to assess the competitiveness of each Named Executive Officer’s base salary, annual incentives, and long-term equity incentives. Peer Group Our Personnel & Compensation Committee annually reviews the composition of the peer group, based on input from Pay Governance, its independent compensation consultant, and modifies it as circumstances, including industry consolidation and other competitive forces, warrant. Since there are few publicly traded companies that directly match our profile, our Personnel & Compensation Committee uses a peer group prepared in consultation with Pay Governance that includes a diverse group of midstream, oilfield services and related companies with primarily domestic operations. The analysis presented by Pay Governance includes a review of each company’s financial data and business profile (including geographic footprint), and includes companies considered talent competitors, companies that identify us as a peer and companies identified by proxy advisory firms as potential peers. 2025 Compensation Peer Group

  44. Executive Compensation Peer Group

    | Antero Midstream Corporation | Genesis Energy, LP | Martin Midstream Partners LP | | Archrock, Inc. | Helix Energy Solutions Group, Inc. | Oil States International, Inc. | | Aris Water Solutions, Inc. | Helmerich & Payne, Inc. | ProPetro Holding Corp. | | Atlas Energy Solutions Inc. | Hess Midstream LP | USA Compression Partners, LP | | Cactus, Inc. | Kinetik Holdings Inc. | Western Midstream Partners, LP | | DT Midstream, Inc. | Kosmos Energy Ltd. | | | Flowserve Corporation | Liberty Energy Inc. | |

  45. Executive Compensation Peer Group

    Risk Analysis of Compensation Programs We believe that risks arising from our compensation policies and practices for our Named Executive Officers and other employees are not reasonably likely to have a material adverse effect on the Company. In addition, the Personnel & Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage our Named Executive Officers or other members of management to assume excessive risks. The Compensation Committee, with the assistance of Pay Governance, extensively reviewed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk-taking and concluded: •Inclusion of significant long-term incentive compensation discourages short-term risk taking; •Compensation is in a market range and is not set as an outlier; •The mix of short and long-term compensation (base salary, annual cash incentive, equity grants) is consistent with industry norms; •Goals are appropriately set to avoid targets that, if not achieved, result in a large percentage loss of compensation; and •The prohibition on hedging or pledging of our stock discourages short-term and excessive risk taking. Furthermore, as described in this Compensation Discussion and Analysis section, compensation decisions include subjective considerations to moderate the effects that formulae or objective factors might have on excessive risk taking.

  46. Summary Compensation

    | Name and Principal Position as of December 31, 2025 | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Robert McKee | 2025 | 750,000 | — | 4,489,726 | 1,070,424 | 257,993 | 6,568,143 | | President and Chief Executive Officer | 2024 | 731,749 | — | 4,358,153 | 833,296 | 213,063 | 6,136,261 | | | 2023 | 697,692 | — | 3,111,375 | 1,008,000 | 65,701 | 4,882,768 | | John Griggs | 2025 | 445,000 | — | 1,496,599 | 529,230 | 121,387 | 2,592,216 | | Executive Vice President and | 2024 | 434,071 | — | 1,361,917 | 394,800 | 113,353 | 2,304,141 | | Chief Financial Officer | 2023 | 425,000 | 75,000 | 1,033,413 | 660,000 | 39,742 | 2,233,155 | | Chad Lenamon | 2025 | 480,000 | — | 1,496,599 | 600,880 | 114,605 | 2,692,084 | | Executive Vice President and | 2024 | 463,497 | — | 1,089,541 | 498,827 | 94,513 | 2,146,378 | | Chief Operations Officer | 2023 | 396,862 | — | 829,700 | 660,000 | 48,973 | 1,935,535 | | Cory Roclawski (6) | 2025 | 435,000 | — | 997,755 | 547,009 | 129,614 | 2,109,378 | | Executive Vice President and | | | | | | | | | Chief Human Resources Officer | | | | | | | | | Pedro R. Buhigas (6) | 2025 | 435,000 | — | 1,197,785 | 547,009 | 89,757 | 2,269,551 | | Executive Vice President and | | | | | | | | | Chief Information Officer | | | | | | | | | Kelly Battle(7) | 2025 | 337,500 | — | 630,759 | 337,500 | 914,439 | 2,220,198 | | Former Executive Vice President, Chief Legal Officer, | | | | | | | | | Chief Compliance Officer and Corporate Secretary | | | | | | | |

  47. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about the equity and non-equity awards to our Named Executive Officers under our Omnibus Incentive Plan during the year ended December 31, 2025.

  48. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | | | All other Stock Awards: Numbers of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert McKee | STI | | 454,500 | 900,000 | | 1,350,000 | — | — | — | — | — | | | PSU | 03/08/25 | — | — | | — | 43,574 | 79,226 | 150,529 | — | 2,689,723 | | | RSU | 03/08/25 | — | — | | — | — | — | — | 52,817 | 1,800,003 | | John Griggs | STI | | 224,725 | 445,000 | | 667,500 | — | — | — | — | — | | | PSU | 03/08/25 | — | — | | — | 14,525 | 26,409 | 50,177 | — | 896,586 | | | RSU | 03/08/25 | — | — | | — | — | — | — | 17,606 | 600,013 | | Chad Lenamon | STI | | 242,400 | 480,000 | | 720,000 | — | — | — | — | — | | | PSU | 03/08/25 | — | — | | — | 14,525 | 26,409 | 50,177 | — | 896,586 | | | RSU | 03/08/25 | — | — | | — | — | — | — | 17,606 | 600,013 | | Cory Roclawski | STI | | 219,675 | 435,000 | | 652,500 | — | — | — | — | — | | | PSU | 03/08/25 | — | — | | — | 9,683 | 17,606 | 33,451 | — | 597,724 | | | RSU | 03/08/25 | — | — | | — | — | — | — | 11,738 | 400,031 | | Pedro R. Buhigas | STI | | 219,675 | 435,000 | | 652,500 | — | — | — | — | — | | | PSU | 03/08/25 | — | — | | — | 9,683 | 17,606 | 33,451 | — | 597,724 | | | RSU | 03/08/25 | — | — | | — | — | — | — | 11,738 | 400,031 | | | RSU | 12/08/25 | — | — | | — | — | — | — | 5,443 | 200,030 | | Kelly Battle | STI | | 204,525 | 405,000 | | 607,500 | — | — | — | — | — | | | PSU | 03/08/25 | — | — | — | — | 10,652 | 19,367 | 36,797 | — | 657,510 | | | RSU | 03/08/25 | — | — | | — | — | — | — | 12,911 | 440,007 |

  49. Grants of Plan-Based Awards

    (1)The amounts in these columns show the range of potential payouts under the 2025 Short Term Incentive Program. The actual payouts under the plan were determined in February 2026 and paid in March 2026, and are included in the Summary Compensation table for 2025. (2)The amounts in these columns show the range of potential payouts of performance units awarded under the 2025 LTIP and cliff vest at the conclusion of a three-year performance period, subject to continued employment. “Target” is 100% of the number of 2025 performance units awarded. “Threshold” is the lowest possible payout (55% of the grant), and “Maximum” is the highest possible payout (200% of the grant). (3)Shares of restricted stock awarded under the 2025 LTIP that vest one-third per year over a three-year period, subject to continued service through each vesting date. (4)The grant date fair value of performance units (at target) and restricted stock is calculated in accordance with ASC 718. For a discussion of valuation assumptions, see Note 14 (Stockholders’ Equity) to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

  50. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of December 31, 2025, except for Ms. Battle, who held no outstanding equity awards as of December 31, 2025 as a result of the acceleration or forfeiture of all of her outstanding equity awards in connection with her departure from the Company on October 31, 2025.

  51. Outstanding Equity Awards at Fiscal Year End

    | Name | Grant Date | Stock Awards | | | | | | | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Robert McKee | 45110 | 25,000(2) | 935,000 | 180,000(5) | 6,732,000 | | | 45359 | 42,446(4) | 1,587,480 | 109,830(7) | 4,107,642 | | | 45724 | 52,817(6) | 1,975,356 | 79,226(9) | 2,963,052 | | John Griggs | 45110 | 9,582(2) | 358,367 | 54,000(5) | 2,019,600 | | | 45271 | 2,725(3) | 101,915 | — | — | | | 45359 | 13,264(4) | 496,074 | 34,322(7) | 1,283,643 | | | 45724 | 17,606(6) | 658,464 | 26,409(9) | 987,697 | | Chad Lenamon | 45110 | 6,666(2) | 249,308 | 48,000(5) | 1,795,200 | | | 45271 | 2,180(3) | 81,532 | — | — | | | 45359 | 10,612(4) | 396,889 | 27,457(7) | 1,026,892 | | | 45724 | 17,606(6) | 658,464 | 26,409(9) | 987,697 | | Cory Roclawski | 45110 | 6,875(2) | 257,125 | 27,000(5) | 1,009,800 | | | 45271 | 2,180(3) | 81,532 | — | — | | | 45359 | 7,958(4) | 297,629 | 20,593(7) | 770,178 | | | 45724 | 11,738(6) | 439,001 | 17,606(9) | 658,464 | | Pedro R. Buhigas | 45110 | 6,041(2) | 225,933 | 21,000(5) | 785,400 | | | 45271 | 2,180(3) | 81,532 | — | — | | | 45359 | 7,428(4) | 277,807 | 19,221(7) | 718,865 | | | 45724 | 11,738(6) | 439,001 | 17,606(9) | 658,464 | | | 45999 | 5,443(8) | 203,568 | — | — |

  52. Outstanding Equity Awards at Fiscal Year End

    (1)The amounts in this column were calculated based on $37.40, the closing price of our common stock on the NYSE on December 31, 2025. (2)Represents restricted stock units that vested or will vest one-third each on July, 3, 2024, July 3, 2025 and July 3, 2026, subject to the Named Executive Officer’s continued employment through each applicable vesting date. (3)Represents restricted stock units in lieu of 2023 cash payments under the Cash LTIP that vested on January 5, 2026, subject to such Named Executive Officer’s continued employment through each applicable vesting date. (4)Represents restricted stock units that vested or will vest one-third on each of March 8, 2025, March 8, 2026 and March 8, 2027, subject to the Named Executive Officer’s continued employment through each applicable vesting date. (5)Represents an award of performance stock units assuming target performance that vest based on achievement of a combination of discretionary cash flow, consolidated net leverage ratio, absolute total shareholder return and the Company’s environmental, social and governance (“ESG”) scorecard during the three-year performance period commencing as of June 28, 2023 and ending December 31, 2025, subject to such Named Executive Officer’s continued employment through the relevant certification date. The amount reported in this column reflects a payout of 160% based on achieving threshold performance goals for each metric, except where actual performance as of December 31, 2025 exceeded the threshold performance goal. In that case, the payout percentage for each metric reflects the next higher performance measure (target or maximum) that exceeds actual performance as of December 31, 2025. As of December 31, 2025, all performance stock units remained unvested. (6)Represents restricted stock units that will vest one-half on each of March 8, 2026, March 8, 2027 and March 8, 2028 subject to the Named Executive Officer’s continued employment through each applicable vesting date. (7)Represents an award of performance stock units assuming target performance that vest based on achievement of a combination of discretionary cash flow, consolidated net leverage ratio, absolute total shareholder return and ESG scorecard during the three-year performance period commencing as of January 1, 2024 and ending December 31, 2026, subject to such Named Executive Officer’s continued employment through the relevant certification date. The amount reported in this column reflects a payout of 115% based on achieving threshold performance goals for each metric, except where actual performance as of December 31, 2025 exceeded the threshold performance goal. In that case, the payout percentage for each metric reflects the next higher performance measure (target or maximum) that exceeds actual performance as of December 31, 2025. As of December 31, 2025, all performance stock units remained unvested. (8)Mr. Buhigas received a one-time special performance award in relation to the successful ERP implementation, which will vest ratably over three years. (9)Represents an award of performance stock units assuming target performance that vest based on achievement of a combination of discretionary cash flow, consolidated net leverage ratio, absolute total shareholder return and ESG scorecard during the three-year performance period commencing as of January 1, 2025 and ending December 31, 2027, subject to such Named Executive Officer’s continued employment through the relevant certification date. The amount reported in this column reflects a payout of 100% based on achieving threshold performance goals for each metric, except where actual performance as of December 31, 2025 exceeded the threshold performance goal. In that case, the payout percentage for each metric reflects the next higher performance measure (target or maximum) that exceeds actual performance as of December 31, 2025. As of December 31, 2025, all performance stock units remained unvested.

  53. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Restricted Stock Units In the event a Change in Control (as defined in the Omnibus Plan) is consummated and the restricted stock units are not assumed by the surviving entity in connection with such Change in Control, any unvested portion of the restricted stock units that is outstanding as of immediately prior to the consummation of the Change in Control will automatically vest prior to the Change in Control. Additionally, upon termination of the Named Executive Officer due to death, Disability (as defined in the Omnibus Plan), or upon a Qualifying Termination (as defined in the Executive Severance Plan (as defined below)), any unvested portion of the restricted stock units as of immediately prior to the Named Executive Officer’s termination of service will automatically vest upon such termination of service. Performance Stock Units In the event a Named Executive Officer’s termination of service occurs as a result of (i) Death, (ii) Disability (as defined in the Omnibus Plan) or (iii) a Qualifying Termination (as defined in the Executive Severance Plan) outside of a Change in Control Protection Period (as defined in the Executive Severance Plan), a pro-rated portion of the outstanding and unvested performance restricted stock units shall immediately vest at the target level of performance. In the event a Named Executive Officer’s termination of service as a result of a Qualifying Termination during a Change in Control Protection Period, or to the extent the performance stock units are not assumed by the surviving entity in connection with such Change in Control, all outstanding performance stock units will immediately become vested as of such Change in Control, with performance being deemed achieved at the greater of target or actual performance. Executive Severance Plan The Company maintains the Executive Severance Plan of Kodiak Gas Services, Inc. (the “Executive Severance Plan”) previously adopted and approved by Kodiak Gas Services, LLC for Eligible Executives (as defined in the Executive Severance Plan) who were eligible for severance benefits under all previous individual agreements with the company group. The Executive Severance Plan supersedes all prior agreements, practices, policies, procedures and plans relating to severance benefits. Upon the termination of an Eligible Executive’s employment due to a Qualifying Termination (as defined in the Executive Severance Plan) that occurs outside of a Change in Control Protection Period (as defined in the Executive Severance Plan), such Eligible Executive is entitled to receive the following severance benefits, payable in a lump sum within 60 days after such Eligible Executive’s Date of Termination (as defined in the Executive Severance Plan): (i) a cash severance payment equal to the product of (A) such Eligible Executive’s Base Salary (as defined in the Executive Severance Plan) and (B) the Applicable Multiple (as defined below); (ii) a pro-rated portion of such Eligible Executive’s Target Annual Bonus (as defined in the Executive Severance Plan), multiplied by a fraction (A) the numerator of which equals the number of calendar days that such Eligible Executive was employed by a member of the Company Group during the calendar year that includes the Date of Termination and (B) the denominator of which equals 365 or 366, as applicable, (the “Pro-Rata Bonus”); and, (iii) a cash payment equal to the product of (A) the annual cost to continue coverage for such Eligible Executive’s group health plan, dental and vision coverage (including coverage for such Eligible Executive’s spouse and eligible dependents), determined under the Company’s group health plans as in effect immediately prior to such Eligible Executive’s Date of Termination and (B) the Applicable Multiple (the “Health Continuation Payment”). For purposes of the Executive Severance Plan, the “Applicable Multiple” means (i) three, for Tier 1 Executives; (ii) two, for Tier 2 Executives; and, (iii) one, for Tier 3 Executives (each as defined in the Executive Severance Plan). Upon the termination of an Eligible Executive’s employment due to a Qualifying Termination that occurs during a Change of Control Protection Period and so long as such Eligible Executive satisfies the conditions to payment of severance benefits described below, such Eligible Executive shall be entitled to receive the following severance benefits, payable in a lump sum within 60 days after such eligible executive’s Date of Termination: (i) a cash severance payment equal to the product of (A) the sum of such Eligible Executive’s Base Salary and Target Annual Bonus and (B) the Applicable Multiple; (ii) the Pro-Rata Bonus; and, (iii) the Health Continuation Payment. For purposes of the Executive Severance Plan, Mr. McKee is a Tier 1 Executive and Messrs. Griggs, Lenamon, Buhigas and Ms. Roclawski are Tier 2 Executives. Ms. Battle was also eligible for the Executive Severance Plan as a Tier 2 Executive and on her execution of a general release of claims in favor of the Company and her continued compliance with the terms of the Executive Severance Plan, including, but not limited to, the restrictive covenants obligations under the Executive Severance Plan, received the benefits described above on her termination of employment on October 31, 2025, which met the conditions of a Qualifying Termination. The actual amounts received are included in the table below. Payment of the severance benefits under the Executive Severance Plan to an Eligible Executive is subject to the Eligible Executive’s (i) execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the terms of the Executive Severance Plan, including, but not limited to, the restrictive covenants obligations under the Executive Severance Plan. The following tables quantify potential payments or benefits upon termination, change of control or other post-employment scenarios for each of our NEOs, which are described above. The following tables generally do not include amounts payable pursuant to plans that are available generally to all salaried employees. The amounts in the tables show only the value of amounts payable or benefits due to enhancements in connection with each scenario, and do not reflect amounts otherwise payable or benefits otherwise due as a result of employment. The actual amounts to be paid out in any scenario can only be determined at the time of such executive officer’s actual separation from Kodiak. For all scenarios, the termination trigger event is assumed to be December 31, 2025.

  54. Potential Payments Upon Termination or Change in Control

    | Robert McKee | | | | | | Payments upon Termination | Any Termination not Described in Another Column ($) | Termination for Death or Disability ($) | Qualifying Termination outside of a Change in Control Protection Period ($) | Qualifying Termination during a Change in Control Protection Period ($) | | Salary | — | — | 2,250,000(1) | 2,250,000(1) | | STI | — | — | 900,000(2) | 3,600,000(3) | | Benefit Plan Participation | — | — | 75,222(5) | 75,222(5) | | Unvested RSUs | — | 4,497,836(6) | 4,497,836(6) | 4,497,836(6) | | Unvested PSUs | — | 7,157,612(7) | 7,157,612(7) | 13,266,902(8) | | Total | — | 11,655,448 | 14,880,670 | 23,689,960 |

  55. Potential Payments Upon Termination or Change in Control

    | John Griggs | | | | | | Payments upon Termination | Any Termination not Described in Another Column ($) | Termination for Death or Disability ($) | Qualifying Termination outside of a Change in Control Protection Period ($) | Qualifying Termination during a Change in Control Protection Period ($) | | Salary | — | — | 890,000(1) | 890,000(1) | | STI | — | — | 445,000(2) | 1,335,000(3) | | Benefit Plan Participation | — | — | 50,148(5) | 50,148(5) | | Unvested RSUs | — | 1,614,820(6) | 1,614,820(6) | 1,614,820(6) | | Unvested PSUs | — | 2,201,289(7) | 2,201,289(7) | 4,123,500(8) | | Total | — | 3,816,109 | 5,201,257 | 8,013,468 |

  56. Potential Payments Upon Termination or Change in Control

    | Chad Lenamon | | | | | | Payments upon Termination | Any Termination not Described in Another Column ($) | Termination for Death or Disability ($) | Qualifying Termination outside of a Change in Control Protection Period ($) | Qualifying Termination during a Change in Control Protection Period ($) | | Salary | — | — | 960,000(1) | 960,000(1) | | STI | — | — | 480,000(2) | 1,440,000(3) | | LTI Cash | — | 30,000(4) | 30,000(4) | 30,000(4) | | Benefit Plan Participation | — | — | 50,148(5) | 50,148(5) | | Unvested RSUs | — | 1,386,194(6) | 1,386,194(6) | 1,386,194(6) | | Unvested PSUs | — | 1,926,586(7) | 1,926,586(7) | 3,675,859(8) | | Total | — | 3,342,780 | 4,832,928 | 7,542,201 |

  57. Potential Payments Upon Termination or Change in Control

    | Cory Roclawski | | | | | | Payments upon Termination | Any Termination not Described in Another Column ($) | Termination for Death or Disability ($) | Qualifying Termination outside of a Change in Control Protection Period ($) | Qualifying Termination during a Change in Control Protection Period ($) | | Salary | — | — | 870,000(1) | 870,000(1) | | STI | — | — | 435,000(2) | 1,305,000(3) | | LTI Cash | — | 30,000(4) | 30,000(4) | 30,000(4) | | Benefit Plan Participation | — | — | 50,148(5) | 50,148(5) | | Unvested RSUs | — | 1,075,287(6) | 1,075,287(6) | 1,075,287(6) | | Unvested PSUs | — | 1,213,219(7) | 1,213,219(7) | 2,337,986(8) | | Total | — | 2,318,506 | 3,673,654 | 5,668,421 |

  58. Potential Payments Upon Termination or Change in Control

    | Pedro R. Buhigas | | | | | | Payments upon Termination | Any Termination not Described in Another Column ($) | Termination for Death or Disability ($) | Qualifying Termination outside of a Change in Control Protection Period ($) | Qualifying Termination during a Change in Control Protection Period ($) | | Salary | — | — | 870,000(1) | 870,000(1) | | STI | — | — | 435,000(2) | 1,305,000(3) | | LTI Cash | — | 30,000(4) | 30,000(4) | 30,000(4) | | Benefit Plan Participation | — | — | 50,148(5) | 50,148(5) | | Unvested RSUs | — | 1,227,842(6) | 1,227,842(6) | 1,227,842(6) | | Unvested PSUs | — | 1,046,714(7) | 1,046,714(7) | 2,068,968(8) | | Total | — | 2,304,556 | 3,659,704 | 5,551,958 |

  59. Potential Payments Upon Termination or Change in Control

    | Kelly Battle(9) | | | | | | Payments upon Termination | Any Termination not Described in Another Column ($) | Termination for Death or Disability ($) | Qualifying Termination outside of a Change in Control Protection Period ($) | Qualifying Termination during a Change in Control Protection Period ($) | | Salary | — | — | 810,000 | — | | STI | — | — | 405,000 | — | | Benefit Plan Participation | — | — | 27,432 | — | | Unvested RSUs | — | — | 1,198,526 | — | | Unvested PSUs(9) | — | — | 1,444,848 | — | | Total | — | — | 3,885,806 | — |

  60. Potential Payments Upon Termination or Change in Control

    (1)Amount represents the NEO’s Applicable Multiple times his or her Base Salary (as such terms are defined in the Executive Severance Plan). (2)Amount represents the NEO’s Target Annual Bonus (as defined in the Executive Service Plan) pro-rated based on the number of calendar days employed during the calendar year in which the Date of Termination (as defined in the Executive Service Plan) occurs. (3)Amount represents (i) the NEO’s Applicable Multiple times his or her Target Annual Bonus plus (ii) the amount described in table note 2 above. (4)Amount represents the fourth and final payout under the NEO’s 2022 Cash LTIP award for which the scheduled vesting date in January 2026 would be accelerated to the date of his or her Termination of Service (as defined in the Omnibus Plan). (5)Amount represents the NEO’s Applicable Multiple times the annual cost to continue coverage for his or her group health plan, dental and vision coverage (including coverage for his or her spouse and eligible dependents), determined under the Kodiak’s group health plans as in effect immediately prior to the Date of Termination. (6)Amount represents the value of the NEO’s outstanding RSU awards for which vesting would be accelerated to the date of his or her Termination of Service based on $37.40 per share, the closing price of our common stock on the NYSE on December 31, 2025. (7)Amount represents the value of the NEO’s outstanding PSU awards for which vesting would be accelerated to the date of his or her Termination of Service based on $37.40 per share, the closing price of our common stock on the NYSE on December 31, 2025. Vesting would be accelerated for a pro-rated portion of the units that remain unvested out of each outstanding award at the target level of performance based on a ratio equal to (i) the number of calendar days such NEO was employed since the Date of Grant (as defined in the applicable Grant Notice) divided by (ii) the number of calendar days in the Performance Period (as defined in the applicable Grant Notice). (8)Amount represents the value of the NEO’s outstanding PSU awards for which vesting would be accelerated to the date of his or her Termination of Service based on $37.40 per share, the closing price of our common stock on the NYSE on December 31, 2025. Vesting would be accelerated for all of the units that remain unvested out of each outstanding award at the greater of target and actual performance. The amount shown includes the greater of target and actual share amounts for PSUs awarded in 2023 and target share amounts for PSUs awarded in 2024 and 2025, except to the extent, if any, Kodiak’s actual performance already exceeds one or more of the 3-year target performance amounts with respect to such award. (9)Represents Ms. Battle’s actual severance benefits and pro-rated STIP payment received under the Company’s Executive Severance Plan and the Separation Agreement as a result of her termination from the Company as well as the outstanding and unvested RSUs and a pro-rated portion of her outstanding and unvested PSUs that vested and settled immediately at the target level of performance in accordance with the Omnibus Plan and the Separation Agreement on October 31, 2025.

  61. Pay vs. Performance

    Pay vs. Performance The table below provides additional information relating to the compensation of our Chief Executive Officer and other Named Executive Officers, respectively, in accordance with Regulation S-K Item 402(v), for each of the years indicated. In determining “compensation actually paid” (“CAP”) to our executives, we are required to make various adjustments to amounts that have previously been reported in the Summary Compensation Table (“SCT”), reflecting the different methods prescribed by the SEC for reporting the compensation of our Named Executive Officers in the Summary Compensation Table above and in the Pay vs. Performance Table below. Compensation amounts shown for our Other NEOs (as defined below) are reported as averages for each of the fiscal years indicated.

  62. Pay vs. Performance

    | Year | CEO Pay(1) | | Other NEO Pay(1) | | Value of Initial Fixed $100 Investment Based On:(4) | | Other Performance Measures(5) | | | | Summary Compensation Table Total Compensation(2) | Compensation “Actually Paid”(3) | Average Summary Compensation Table Total Compensation(2) | Average Compensation “Actually Paid”(3) | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (thousands) | Discretionary Cash Flow (thousands) | | 2025 | $6,568,143 | $11,934,445 | $2,415,807 | $3,738,464 | $271.00 | $174.00 | $81,588 | $461,684 | | 2024 | $6,136,261 | $13,456,315 | $2,225,260 | $4,519,549 | $281.00 | $169.00 | $50,334 | $373,281 | | 2023 | $4,882,768 | $5,614,761 | $2,084,345 | $2,452,231 | $131.00 | $112.00 | $20,066 | $248,149 |

  63. Pay vs. Performance

    (1)Our Chief Executive Officer for each of the fiscal years indicated was Mr. McKee. Our other Named Executive Officers in each of the fiscal years indicated were Messrs. Griggs and Lenamon (collectively referred to herein as the “Other NEOs”). (2)Reflects the amount reported in the “Total” column of the Summary Compensation Table above for the Chief Executive Officer and the average of the amounts reported in the “Total” column of the Summary Compensation Table for the Other NEOs for each of the fiscal years indicated. (3)Reflects the CAP to the Chief Executive Officer and the Other NEOs as computed in accordance with Item 402(v) of Regulation S-K and may not reflect the actual amount of compensation earned by or paid to the Chief Executive Officer during the fiscal year indicated. Such amounts are calculated by deducting the amounts reported in the “Stock Awards” column of the Summary Compensation Table from the “Total” column of the Summary Compensation Table for the Chief Executive Officer, and by deducting the average of the amounts reported in the “Stock Awards” column of the Summary Compensation Table from the average of the amounts reported in the “Total” Column of the Summary Compensation Table for the Other NEOs, in each case, in the fiscal years indicated and making certain adjustments as set forth below.

  64. Pay vs. Performance

    | CEO Year | Summary Compensation Table Total | Stock Awards as Reported in Summary Compensation Table(A) | Other Adjustments | | | | Total Compensation “Actually Paid”(F) | | | | | Fair Value as of Year End of Awards Granted During Year that Remain Outstanding as of Year End(B) | Year-over-Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding as of Year End(C) | Fair Value as of Vesting Date of Awards Granted During Year that Vest During Year(D) | Year-over-Year Change in Fair Value of Awards Granted in Prior Year that Vest During Year(E) | | | 2025 | $6,568,143 | $(4,489,726) | $4,933,710 | $3,371,191 | $— | $1,551,127 | $11,934,445 | | 2024 | $6,136,261 | $(4,358,153) | $7,316,490 | $3,664,217 | $— | $697,500 | $13,456,315 | | 2023 | $4,882,768 | $(3,111,375) | $3,843,368 | $— | $— | $— | $5,614,761 |

  65. Pay vs. Performance

    | Other NEOs Year | Summary Compensation Table Total | Stock Awards as Reported in Summary Compensation Table(A) | Other Adjustments | | | | Total Compensation “Actually Paid”(F) | | | | | Fair Value as of Year End of Awards Granted During Year that Remain Outstanding as of Year End(B) | Year-over-Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding as of Year End(C) | Fair Value as of Vesting Date of Awards Granted During Year that Vest During Year(D) | Year-over-Year Change in Fair Value of Awards Granted in Prior Year that Vest During Year(E) | | | 2025 | $2,415,807 | $(1,297,185) | $1,137,120 | $413,248 | $126,152 | $943,322 | $3,738,464 | | 2024 | $2,225,260 | $(1,225,729) | $2,057,787 | $1,183,193 | $— | $279,038 | $4,519,549 | | 2023 | $2,084,345 | $(931,557) | $1,299,443 | $— | $— | $— | $2,452,231 |

  66. Pay vs. Performance

    (A) Reflects either (i) the grant date fair value, with respect to the Chief Executive Officer, or (ii) the average grant date fair value, with respect to the Other NEOs, as reported in the “Stock Awards” column of the Summary Compensation Table. (B) Reflects either (i) the fair value, with respect to the Chief Executive Officer, or (ii) the average of the fair value, with respect to the Other NEOs, as of the end of the covered fiscal year of any awards granted to the applicable individuals during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year. (C) Reflects either (i) the amount, with respect to the Chief Executive Officer, or (ii) the average amount, with respect to the Other NEOs, equal to the change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any portion of any awards granted in a prior fiscal year that remained outstanding and unvested as of the end of the covered fiscal year. (D) Reflects either (i) the fair value, with respect to the Chief Executive Officer, or (ii) the average of the fair value, with respect to the Other NEOs, as of the vesting date of the portion of awards granted during the covered fiscal year that vested during the covered fiscal year. (E) Reflects either (i) the amount, with respect to the Chief Executive Officer, or (ii) the average amount, with respect to the Other NEOs, equal to the fair value as of the vesting date (from the end of the prior fiscal year) of the portion of any awards granted in a prior fiscal year that vested during the covered fiscal year. (F) Dividend equivalent amounts were paid on awards during each of the covered fiscal years. (4)The values disclosed in the “Total Shareholder Return” column represent the value of an investment of $100 in each of (i) our Common Stock and (ii) the Alerian US Midstream Energy Index (“AMUSX”) as of June 29, 2023, measured over each of the periods ending on December 31, 2023, 2024 and 2025. It is assumed that dividends, if any, are reinvested. The AMUSX is the published industry or line-of-business index that we selected for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2025. (5)“Discretionary Cash Flow” means the net cash provided by operating activities less (i) maintenance capital expenditures; (ii) certain changes in operating assets and liabilities; and (iii) certain other expenses; plus (w) severance expenses; (x) transaction expenses; and (y) sales tax reserve, all as reported in the financial statement reconciliations provided in the Company’s public filings.

  67. 2025 Pay vs. Performance Graphical Disclosure

    2025 Pay vs. Performance Graphical Disclosure The following charts illustrate the relationship between CAP over period beginning June 29, 2023 and ended December 31, 2025 and trends in our Relative Total Shareholder Return, Net Income and Discretionary Cash Flow over the same period. Further, the chart entitled “CAP vs. TSR (KGS and AMUSX)” shows the relationship between our TSR and that of the AMUSX over the same period, as described in Note (4) to the Pay vs. Performance Table above.

  68. 2025 Pay vs. Performance Graphical Disclosure

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  69. 2025 Pay vs. Performance Graphical Disclosure

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  70. CEO Pay Ratio

    CEO Pay Ratio The table below sets forth comparative information for the year ended December 31, 2025 regarding: (1) the actual annual total compensation of our Chief Executive Officer; (2) the median of the annual total compensation of all employees of Kodiak, excluding our Chief Executive Officer; and (3) a ratio comparison of those two amounts (the “CEO Pay Ratio”). These amounts were determined in accordance with rules prescribed by the SEC, as explained below. For purposes of determining our median employee, we used total compensation for the period from January 1, 2025, through December 31, 2025 (the “Measurement Period”) of our employees, other than our Chief Executive Officer. As of December 31, 2025, our employee population consisted of 1,283 individuals, all located in the United States. The compensation measure used included base salary, bonuses, overtime, allowances, equity awards, and employer contributions to 401(k) and HSA plans. Salaries were annualized for employees who did not work the full year. For employees hired during 2025, reasonable estimates of cash compensation were made using current base salary, target bonus amounts, and any overtime or allowances paid during the year. Since all employees, including the Chief Executive Officer, are located in the U.S., no cost-of-living adjustments were applied. Except as noted below, we included all Kodiak employees (whether employed on a full-time, part-time, or seasonal basis) as of the last day of the Measurement Period, and, other than annualizing compensation of employees who were not employed for the full Measurement Period, we did not make any assumptions, adjustments or estimates with respect to total cash compensation. After identifying the median employee, based on the process described above, we calculated annual total compensation for that employee using the same methodology we used for determining total compensation for 2025 for the Named Executive Officers as set forth in the “Summary Compensation Table.”

  71. CEO Pay Ratio

    | Annual Total Compensation | Amount | | Chief Executive Officer (A) | $6,568,143 | | Median employee (excluding Chief Executive Officer) (B) | $147,711 | | Ratio of (A) to (B) | 44 |

  72. CEO Pay Ratio

    | ☑ | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT OF THE CHARTER TO PHASE IN DECLASSIFICATION OF THE BOARD |

  73. CEO Pay Ratio

    PROPOSAL 4 - To Amend the Company’s Charter to Phase in Declassification of the Kodiak Board. Overview Our Board, upon recommendation from the Nominating, Governance & Sustainability Committee, has unanimously approved and recommends that all stockholders approve, the proposed amendments to Section 6.1(A), (B) and (C) of the Charter more specifically detailed below. We are submitting for stockholder approval an amendment to our Charter to phase in the declassification of the Kodiak Board. Background Section 6.1 of the Charter currently provides that the Board shall be divided into three classes, designated Class I, Class II and Class III, each to consist as nearly as possible of one third of the total number of directors, with the term of office of one class expiring each year and directors in each class being elected to three-year terms. If the proposed amendments are approved by our stockholders, directors previously elected to three-year terms of office by our stockholders, including those directors elected at the 2026 Annual Meeting, will complete their three-year terms, and thereafter they or their successors would be elected to one-year terms at each future annual meeting of shareholders. Beginning at the 2029 annual meeting of stockholders, the declassification of the Board would be complete, and all directors would be subject to annual election to one-year terms. In addition, Delaware law provides that directors serving on declassified boards of directors may be removed with or without cause, and therefore, the proposed amendments would permit the removal without cause of directors. Finally, the proposed amendments will provide that any director appointed to fill a vacancy or newly created directorship will hold office until the next election for the class to which such director is appointed, or following the completion of the declassification, any director appointed to fill a vacancy or newly created directorship will serve for a term expiring at the next annual meeting and will remain in office until such person’s successor is elected and qualified (or earlier death, resignation or removal). Reasons for the Proposed Amendment The Board, in approving the proposed changes, determined that it would be in the best interests of the Company and our stockholders to amend the Charter to declassify the Board in a phased-in structure. Declassifying the Board in a phased-in structure allows stockholders to express a view on each director’s performance by means of an annual vote. Annual voting allows stockholders to express their views on the individual performance of each director and on the entire board of directors more frequently than with a classified board structure, which provides stockholders with a more active role in shaping and implementing corporate governance policies. Moreover, many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to hold management accountable for implementing those policies. Public companies with classified boards also face increased scrutiny from proxy advisory firms. The Board, however, recognizes that there are different perspectives on this matter. After weighing these considerations, the Board (acting on the recommendation of the Nominating, Governance & Sustainability Committee) has determined that it is in the best interests of the Company and its stockholders to adopt resolutions setting forth proposed amendments to the Charter to declassify the Board. The text of the proposed amendments, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, set forth in Annex A. This summary is qualified in its entirety by reference to Annex A. If the stockholders approve this proposal, the Company will file with the Delaware Secretary of State a certificate of amendment that includes the amendments corresponding to this proposal, which will become effective upon filing. The approval of this proposal is not conditioned on the approval of any other proposal. The Board retains the discretion to abandon the amendments and not implement them at any time before they become effective. The affirmative vote of at least 66 and 2/3% of our outstanding shares of common and preferred stock, voting together as a single class, entitled to vote thereon is required to approve this Proposal 4. You may vote “for” or “against” this proposal or you may abstain from voting on this proposal. Abstentions and broker non-votes will count the same as votes against this proposal. The persons named as agents and proxies in the accompanying proxy card intend to vote such proxy in favor of the amendment to the Charter to phase in declassification of the Board. Approval of this proposal is not contingent on the approval of any other proposals in this Proxy Statement. The Board recommends that the shareholders vote “FOR" the amendment of the Company’s Charter to phase in declassification of the Kodiak Board.

  74. CEO Pay Ratio

    | ☑ | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT OF THE CHARTER TO ELIMINATE CERTAIN SUPERMAJORITY VOTING REQUIREMENTS AND OTHER OBSOLETE PROVISIONS |

  75. CEO Pay Ratio

    PROPOSAL 5 - To Amend the Company’s Charter to Eliminate Certain Supermajority Voting Requirements and Other Obsolete Provisions. Overview Our Board, upon recommendation from the Nominating, Governance & Sustainability Committee, has unanimously approved and recommends that all stockholders approve, the proposed amendments to Sections 5.1 and 5.2 of the Charter more specifically detailed below. We are submitting for stockholder approval an amendment to our Charter to eliminate certain supermajority voting requirements and other obsolete provisions. Background The Charter currently requires the affirmative vote of the holders of at least two-thirds in voting power of all the then outstanding shares of the Company’s stock entitled to vote thereon, voting together as a single class, to (i) amend or repeal any provision of the Company’s Bylaws, (ii) remove a director from office or (iii) adopt future amendments to the following provisions of the Certificate: •Article V, which authorizes the Board to amend the Bylaws and currently specifies the vote required to amend the Charter and Bylaws; and •Article VI, which addresses the election and removal of directors, who may call meetings of the Board, certain quorum and voting requirements for Board action and certain other matters relating to directors. If the proposed amendments are adopted, the stockholder vote required to take any of the foregoing actions will be the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Company’s stock entitled to vote thereon (subject to any other provisions of the Charter, any vote required by applicable law and the express terms of any preferred stock issued in the future). If adopted by stockholders, this proposal would also enact certain immaterial changes by eliminating from the Charter provisions that relate to the Company’s former sponsors and that have become inoperative and are no longer effective. Reasons for the Proposed Amendment The Nominating, Governance & Sustainability Committee and the Board have considered the merits of maintaining the supermajority stockholder approval provisions in the Charter. Supermajority provisions encourage stockholders to reach a broad consensus on significant governance decisions and might be viewed as protective of minority stockholders (by preventing a simple majority of stockholders from taking action that favors only the majority). However, the Board is aware that certain stockholders and institutions assert that a majority vote should be sufficient for any corporate action requiring stockholder approval. A majority vote allows the Board and stockholders to enact necessary changes to the Charter in a timely manner without being unduly delayed by the need to secure a supermajority approval, enabling the Company to act decisively without unnecessary procedural hurdles. We believe this approach is consistent with widely accepted governance standards. After weighing these considerations, the Board (acting on the recommendation of the Nominating, Governance & Sustainability Committee) has determined that it is in the best interests of the Company and its stockholders to adopt resolutions setting forth proposed amendments to the Certificate to eliminate these supermajority voting requirements. The text of the proposed amendments, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, set forth in Annex B. This summary is qualified in its entirety by reference to Annex B. If the stockholders approve this proposal, the Company will file with the Delaware Secretary of State a certificate of amendment that includes the amendments corresponding to this proposal, which will become effective upon filing. The approval of this proposal is not conditioned on the approval of any other proposal. The Board retains the discretion to abandon the amendments and not implement them at any time before they become effective. The affirmative vote of at least 66 and 2/3% of our outstanding shares of common and preferred stock, voting together as a single class, entitled to vote thereon is required to approve this Proposal 5. You may vote “for” or “against” this proposal or you may abstain from voting on this proposal. Abstentions and broker non-votes will count the same as votes against this proposal. The persons named as agents and proxies in the accompanying proxy card intend to vote such proxy in favor of the amendment to the Charter to eliminate certain supermajority voting requirements and other obsolete provisions. Approval of this proposal is not contingent on the approval of any other proposals in this Proxy Statement. The Board recommends that the shareholders vote “FOR" the amendment of the Company’s Charter to eliminate certain supermajority voting requirements and other obsolete provisions.

  76. CEO Pay Ratio

    | ☑ | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026 |

  77. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is considered a non-GAAP measure. We define adjusted EBITDA as net income (loss) before interest expense; income tax expense; and depreciation and amortization; plus (i) impairment of long-lived assets; (ii) loss (gain) on derivatives; (iii) equity compensation expense; (iv) severance expenses; (v) transaction expenses; (vi) sales tax reserve; (vii) loss (gain) on disposal of business; and (viii) loss (gain) on sale of assets. Adjusted EBITDA is used as a supplemental financial measure by our management and external users of our financial statements, such as investors, commercial banks and other financial institutions, to assess: •the financial performance of our assets without regard to the impact of financing methods, capital structure or historical cost basis of our assets; •the viability of capital expenditure projects and the overall rates of return on alternative investment opportunities; •the ability of our assets to generate cash sufficient to make debt payments and pay dividends; and •our operating performance as compared to those of other companies in our industry without regard to the impact of financing methods and capital structure. We believe that adjusted EBITDA provides useful information because, when viewed with our GAAP results and the accompanying reconciliation, it provides a more complete understanding of our performance than GAAP results alone. We also believe that external users of our financial statements benefit from having access to the same financial measures that management uses in evaluating the results of our business. Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, revenues, net income (loss), operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance and liquidity. Moreover, our adjusted EBITDA as presented may not be comparable to similarly titled measures of other companies. Given we are a capital-intensive business, depreciation, impairment of compression equipment and the interest cost of acquiring compression equipment are necessary elements of our costs. To compensate for these items, we believe that it is important to consider both net income (loss) and net cash provided by operating activities determined under GAAP, as well as adjusted EBITDA, to evaluate our financial performance and our liquidity. Our adjusted EBITDA excludes some, but not all, items that affect net income (loss) and net cash provided by operating activities, and these measures may vary among companies. Management compensates for the limitations of adjusted EBITDA as an analytical tool by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating this knowledge into management’s decision-making processes. The following table reconciles adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, for each of the periods presented:

  78. Adjusted EBITDA

    | | Year ended December 31, | | | (in thousands) | 2025 | 2024 | | Net income | $81,588 | $50,334 | | Interest expense | 198,370 | 197,144 | | Income tax expense | 31,884 | 25,574 | | Depreciation and amortization | 276,185 | 260,272 | | Long-lived asset impairment | 6,344 | 9,921 | | Loss (gain) on derivatives | — | (24,017) | | Equity compensation expense | 24,529 | 17,658 | | Severance expense (1) | 2,497 | 10,500 | | Transaction expenses (2) | 4,102 | 32,552 | | Sales tax reserve (3) | 27,968 | — | | Loss on disposal of business | 33,349 | 20,598 | | Loss on sale of assets | 28,217 | 9,014 | | Adjusted EBITDA | $715,033 | $609,550 |

  79. Adjusted EBITDA

    | (1) Represents severance expense for the years ended December 31, 2025 and 2024. | | (2) Represents certain costs associated with non-recurring professional services and other costs, primarily related to the secondary offerings and CSI Acquisition for the years ended December 31, 2025 and 2024. | | (3) During the year ended December 31, 2025, the Company received a settlement offer from the Texas Comptroller’s office to resolve certain of the outstanding Texas sales and use tax matters. Under this settlement arrangement, the Company would be subject to interest and penalties for all open periods totaling $28.0 million. |

  80. Adjusted EBITDA

    Discretionary Cash Flow Discretionary cash flow is considered a non-GAAP financial measure. We define discretionary cash flow as net cash provided by operating activities less (i) maintenance capital expenditures; (ii) certain changes in operating assets and liabilities; and (iii) certain other expenses; plus (w) severance expenses; (x) transaction expenses; and (y) sales tax reserve. We believe discretionary cash flow is a useful liquidity and performance measure and supplemental financial measure for us in assessing our ability to pay cash dividends to our stockholders, make growth capital expenditures and assess our operating performance. Our ability to pay dividends is subject to limitations due to restrictions contained in our ABL Credit Agreement as further described elsewhere herein. Discretionary cash flow is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP, such as revenues, net income, operating income (loss) or cash flows from operating activities. Discretionary cash flow as presented may not be comparable to similarly titled measures of other companies. The following table reconciles net cash provided by operating activities to discretionary cash flow, and free cash flow for each of the periods presented:

  81. Adjusted EBITDA

    | | Year ended December 31, | | | | (in thousands) | 2025 | 2024 | 2023 | | Net cash provided by operating activities | $599,740 | $327,987 | $266,326 | | Maintenance capital expenditures | (76,002) | (66,200) | (36,990) | | Loss on extinguishment of debt | — | — | 2,398 | | Severance expense (1) | 2,497 | 10,500 | — | | Transaction expenses (2) | 4,102 | 32,552 | 6,001 | | Sales tax reserve (3) | 27,968 | — | — | | Change in operating assets and liabilities | (87,049) | 78,395 | 22,480 | | Other (4) | (9,572) | (9,953) | (12,066) | | Discretionary cash flow | $461,684 | $373,281 | $248,149 |

  82. Adjusted EBITDA

    | (1) Represents severance expense for the years ended December 31, 2025, 2024, and 2023. | | (2) Represents certain costs associated with non-recurring professional services and other costs, primarily related to the secondary offerings and CSI Acquisition, for the years ended December 31, 2025, 2024, and 2023. | | (3) During the year ended December 31, 2025, the Company received a settlement offer from the Texas Comptroller’s office to resolve certain of the outstanding Texas sales and use tax matters. Under this settlement arrangement, the Company would be subject to interest and penalties for all open periods totaling $28.0 million. | | (4) Includes non-cash lease expense, provision for credit losses and inventory reserve. |

  83. AMENDMENTS TO THE CHARTER TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS

    AMENDMENTS TO THE CHARTER TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS 1. Amend Article VI as follows: