Form 8-K/A

8-K/A — Kodiak Gas Services, Inc.

Accession: 0001193125-26-221869

Filed: 2026-05-13

Period: 2026-04-01

CIK: 0001767042

SIC: 4922 (NATURAL GAS TRANSMISSION)

Item: Financial Statements and Exhibits

Documents

8-K/A — d117077d8ka.htm (Primary)

EX-23.1 (d117077dex231.htm)

EX-99.1 (d117077dex991.htm)

EX-99.2 (d117077dex992.htm)

EX-99.3 (d117077dex993.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: d117077d8ka.htm · Sequence: 1

8-K/A

true 0001767042 0001767042 2026-04-01 2026-04-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 1, 2026

Kodiak Gas Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41732

83-3013440

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

9950 Woodloch Forest Drive, Suite 1900

The Woodlands, Texas

77380

(Address of principal executive offices)

(Zip code)

(936) 539-3300

(Registrant’s telephone number, including area code)

Not Applicable

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

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

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

KGS

The New York Stock Exchange

Indicate by check

NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

EXPLANATORY NOTE

The Company is filing this Amendment solely to supplement Item 9.01 of the Original Report to file (i) the audited financial statements of DPS for the year ended December 31, 2025, (ii) the unaudited condensed financial statements of DPS as of and for the three months ended March 31, 2026 and (iii) the unaudited pro forma combined financial information of the Company as of and for three months ended March 31, 2026 and for the year ended December 31, 2025, which gives effect to the Acquisition as if it had been consummated on January 1, 2025. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original Report.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited financial statements of DPS as of and for the year ended December 31, 2025 and the unaudited condensed financial statements of DPS as of and for the three months ended March 31, 2026 are filed herewith and attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

(b) Pro forma financial information.

The Company’s unaudited pro forma condensed combined balance sheet as of March 31, 2026, the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 and the year ended December 31, 2025 are filed herewith and attached hereto as Exhibit 99.3 and are incorporated by reference herein.

(d) Exhibits.

Exhibit

No.

Description

23.1

Consent of BDO USA, P.C., independent auditors for Distributed Power Solutions, LLC

99.1

Audited Financial Statements of Distributed Power Solutions, LLC as of and for the year ended December 31, 2025

99.2

Unaudited Condensed Financial Statements of Distributed Power Solutions, LLC as of and for the three months ended March 31, 2026

99.3

Unaudited Pro Forma Condensed Combined Financial Information of the Company as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)

SIGNATURES

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

Kodiak Gas Services, Inc.

Date: May 13, 2026

By:

/s/ Jennifer Howard

Name:

Jennifer Howard

Title:

Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

EX-23.1

Filename: d117077dex231.htm · Sequence: 2

EX-23.1

Exhibit 23.1

Consent of Independent Auditor

We hereby

consent to the incorporation by reference in the Registration Statements on Form S-3ASR (No. 333-280737 and No. 333-295847)

and Form S-8 (No. 333-273118 and No. 333-286733) of Kodiak Gas Services, Inc. of our report dated February 13, 2026,

relating to the financial statements of Distributed Power Solutions, LLC, which appears in this Form 8-K/A.

/s/

BDO USA, P.C.

Houston, Texas

May 13, 2026

EX-99.1

Filename: d117077dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Distributed Power Solutions, LLC

Financial Statements

As of and for the Year Ended

December 31, 2025

Distributed Power

Solutions, LLC

Financial Statements

of and for the Year Ended

December 31, 2025

Distributed Power Solutions, LLC

Contents

Page

Independent Auditor’s Report

3 -4

Financial Statements

Balance Sheet as of December 31, 2025

Statement of Income for the Year Ended December 31,

2025

Statement of Members’ Equity for the Year Ended December

31, 2025

Statement of Cash Flows for the Year Ended December 31,

2025

Notes to Financial Statements

10 - 20

Independent Auditor’s Report

Board of Managers

Distributed Power Solutions, LLC

Houston, Texas

Opinion

We have audited the financial statements of Distributed Power Solutions, LLC (the “Company”), which comprise the balance sheet as of

December 31, 2025, and the related statements of income, members’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in

accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section

of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in

the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud

or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always

detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or

the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or

error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to

communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO USA, P.C.

Houston, Texas

February 13, 2026

Financial Statements

Distributed Power Solutions, LLC

Balance Sheet

December 31,

2025

Assets

Current Assets

Cash and cash equivalents

5,367,592

Accounts receivable, net

13,623,980

Unbilled revenue

5,881,609

Parts inventories, net

1,737,978

Prepaid expenses and other current assets

2,918,948

Total Current Assets

29,530,107

Property and Equipment, net

238,730,561

Other Long-Term Assets

1,265,733

Total Assets

269,526,401

Liabilities and Members’ Equity

Current Liabilities

Accounts payable

4,951,523

Current maturities of sale-leaseback financing liability

1,749,670

Deferred revenue

17,887,363

Related party payable

633,967

Accrued expenses and other current liabilities

3,572,581

Total Current Liabilities

28,795,104

Long-Term Debt, net

111,150,000

Sale-Leaseback Financing Liability, net

3,389,836

Other Long-Term Liabilities

3,273,735

Total Liabilities

146,608,675

Commitments and Contingencies (Note 9)

Members’ Equity

122,917,726

Total Liabilities and Members’ Equity

269,526,401

See accompanying notes to financial statements.

Distributed Power Solutions, LLC

Statement of Income

Year Ended December 31,

2025

Revenue

Equipment rentals

72,881,159

Equipment sales

4,923,950

Equipment sales - related party

3,804,650

Other services

11,407,800

Total Revenue

93,017,559

Cost of Revenues

Equipment rentals

39,646,723

Equipment sales

2,912,532

Equipment sales - related party

2,601,934

Other services

8,577,624

Total Cost of Revenues

53,738,813

Gross Profit

39,278,746

Operating Expenses

General and administrative expenses

10,456,243

Wages and related costs

2,934,682

Depreciation and amortization

490,331

Total Operating Expenses

13,881,256

Income from Operations

25,397,490

Other Expenses

Interest expense, net

9,520,205

Other, net

442,027

Total Other Expenses, net

9,962,232

Net Income

15,435,258

See accompanying notes to financial statements.

Distributed Power Solutions, LLC

Statement of Members’ Equity

Total

Members’

Equity

Balance at December 31, 2024

38,880,744

Net Income

15,435,258

Contributions

68,601,724

Balance at December 31, 2025

122,917,726

See accompanying notes to financial statements.

Distributed Power Solutions, LLC

Statement of Cash Flows

Year Ended December 31,

2025

Cash Flows from Operating Activities

Net income

15,435,258

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

Provision for doubtful accounts

(391,650

)

Depreciation and amortization

17,868,470

Amortization of deferred loan costs

1,545,457

Changes in assets and liabilities

Accounts receivable

(8,238,789

)

Unbilled revenue

(3,397,761

)

Parts inventories

4,186,963

Prepaid expenses and other assets

(913,289

)

Accounts payable

2,799,961

Accrued expenses and other current liabilities

18,301,752

Related party receivable / payable

(2,338,481

)

Other long-term liabilities

(7,620,130

)

Net Cash Provided by Operating Activities

37,237,761

Cash Flows from Investing Activities

Purchases of property and equipment

(21,184,387

)

Net Cash Used in Investing Activities

(21,184,387

)

Cash Flows from Financing Activities

Borrowings on long-term debt

151,500,000

Payments on long-term debt

(164,850,600

)

Payments on sale-leaseback financing transaction

(1,613,949

)

Deferred loan costs

(1,101,332

)

Net Cash Used in Financing Activities

(16,065,881

)

Net Change in Cash and Cash Equivalents

(12,507

)

Cash and Cash Equivalents - beginning of year

5,380,099

Cash and Cash Equivalents - end of year

5,367,592

Supplemental Cash Flow Information

Cash paid for interest

7,406,467

Non-Cash Investing and Financing

Activities

Change in accrued capital expenditures

89,750

Capital expenditures funded by related party payables

6,394,207

Disposal of assets

122,027

Related party payable forgiven as equity contributions

68,601,724

Transfers of property and equipment to inventory

5,514,466

See accompanying notes to financial statements.

Distributed Power Solutions, LLC

Notes to Financial Statements

Organization, Business and Recent Events

Distributed Power Solutions, LLC (“DPS” or “the Company”) was incorporated in the state of Texas and commenced operations on

November 11, 2019. Through July 31, 2025, DPS was a wholly-owned subsidiary of Power Rental Solutions, LLC (“PRS”), a joint venture owned by Mustang Machinery Company, Ltd. (“Mustang”), and Louisiana Service, LLC

(“LMC”), (collectively, the “Joint Venturers”), of which each owns a one-half equity membership interest.

Effective August 1, 2025, PRS distributed 100% of its interest in DPS to the current owners of PRS, Mustang and LMC which each now own a one-half equity membership interest directly in DPS.

DPS is governed by the Board of Managers which is comprised of two

individuals, one from each of the Joint Venturers. All significant decisions must be unanimously made by the Board of Managers.

The Company is engaged in

renting or leasing machinery for power generation to the oil & gas, utility, data center, industrial, and commercial industries. Current contracts range in length from 3 months to 5 years.

Profits and losses are allocated among the members in proportion to their respective equity percentage interests. Under the new credit agreement entered into

on August 1, 2025, distributions to the owners are prohibited with the exception of tax distributions required on taxable income generated at the DPS level. There were no distributions made by DPS during the year ended December 31, 2025.

On February 5, 2026, the Company, along with the Joint Venturers, entered into a definitive agreement to sell DPS to Kodiak Gas Services, Inc.

(“Kodiak”) for $675 million, subject to adjustment in accordance with the related purchase agreement. The purchase price includes $575 million in cash, subject to adjustment in accordance with the purchase agreement, and the

issuance of 2,401,278 shares, representing approximately $113.6 million of Kodiak common stock based on the closing price of Kodiak’s common stock on February 5, 2026, to the sellers. The transaction is expected to close in early

April of 2026, subject to regulatory approvals and customary closing conditions, including the expiration or termination of all waiting periods imposed under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial

statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

As neither Joint Venturer owned a controlling interest in PRS or the distributed interest in DPS at the time of the distribution, and each investor’s

ultimate ownership interest in DPS was unchanged as a result of the transaction, PRS’s distribution of its interest in DPS to the Joint Venturers is considered a transaction under common control, and therefore the financial statements are

presented using the historical cost basis.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Significant estimates include, but are not limited to, the determination of an allowance for credit losses, the useful lives and salvage values impacting the depreciation of property and equipment, and impairment assessments of long-lived assets.

Distributed Power Solutions, LLC

Notes to Financial Statements

Cash and Cash Equivalents

The Company considers cash on hand, cash in banks and all highly liquid instruments having an original maturity date of three months or less at the date of

purchase to be cash and cash equivalents. As of December 31, 2025, there were no cash equivalents.

Accounts Receivable

Accounts receivable consists of trade receivables and are stated at the amount billed to customers. The Company maintains an allowance for credit losses for

estimating losses arising from the inability of customers to make contracted payments. The adequacy of the allowance for credit losses is evaluated on an ongoing basis after considering historical write-off experience, significant aged balances,

financial condition of its customers, and customer relationships. Account balances are written off against the allowance after all means of collection have been exhausted, and the potential for recovery is considered remote. The Company recognized

allowance for credit losses amounting to $347,264 at December 31, 2025.

Parts Inventories

Parts inventories consist substantially of new and used parts to repair and maintain the rental equipment and are valued at the lower of cost or net realizable

value. Cost is determined using the weighted-average cost method.

Property and Equipment

Property and equipment additions are stated at cost. Depreciation is provided for by the straight-line method over the estimated useful lives, net of salvage

values. Salvage value is primarily the value of the rental equipment’s engine cores which can be sold or refurbished for re-use on a continual basis. The following is a summary of the estimated useful

lives:

Assets

Estimated Useful Lives

Rental equipment

5-25 years

Non-rental equipment and automobiles

1-5 years

Leasehold improvements

5-10 years

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.

Expenditures for maintenance and repairs are charged to expense as incurred. Upon retirement of assets, the costs and related accumulated depreciation are removed from the accounts with a resulting gain or loss, if any, reflected in the statement of

income. The Company also sells equipment to its customers and records the remaining net book value as cost of equipment sales with all proceeds recorded as equipment sales revenue.

Impairment of Long-Lived Assets

The Company

periodically evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the book value of an asset may not be recoverable. The carrying value of a long-lived asset is considered impaired when the anticipated

cumulative undiscounted cash flows of the related asset or group of assets is less than the carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the estimated fair market value of the long-lived

asset. The Company incurred no impairment losses for the year ended December 31, 2025.

Distributed Power Solutions, LLC

Notes to Financial Statements

Revenue Recognition

The Company recognizes equipment rental revenue in accordance with FASB Accounting Standards Codification (“ASC”) Topic 842, Leases

(“Topic 842”). The Company’s sale of rental and new equipment, parts and supplies, and certain services provided to customers are recognized under ASC Topic 606, Revenue from Contracts with Customers (“Topic

606”).

The following addresses the Company’s revenue types based on the accounting standard used to determine the accounting.

Topic 842 Leases

Rental revenue includes revenue

generated from renting equipment to customers and is recognized on a straight-line basis over the length of the rental contract. The Company offers a portfolio of equipment for rent on a monthly basis. Virtually all customer contracts contain

provisions for cancellation based on a minimum rental term. Therefore, the Company does not allocate the transaction price between the different contract elements. Also included in equipment rental revenue is

re-rent revenue in which the Company will rent specific equipment from vendors and then re-rent that equipment to its customers. Provisions for discounts and other

adjustments are provided for in the period the related revenue is recorded.

Topic 606 Revenue from Contracts with Customers

The Company recognizes revenue from sale of rental equipment when control of the asset transfers to the customer, which is typically when the asset is picked

up by or delivered to the customer and when significant risks and rewards of ownership have passed to the customer. Sales and other tax amounts collected from customers and remitted to government authorities are accounted for on a net basis and,

therefore, are excluded from revenue.

Other services revenue primarily includes revenue earned from providing optional services such as delivery and

pick-up services, equipment setup/decommission, repair and maintenance, environmental protection and fuel consumption services to rental customers who avail of such services. It also includes contract labor charged to the customer related to

operating rented equipment. The Company recognizes other services revenue as the services are provided.

Cost of Revenues

Cost of equipment rentals include substantially all expenses directly related to the equipment rental and leasing operations. Cost of equipment sales include

the net book value at the date of the sale of the equipment sold to customers. Cost of other services include labor charges, parts used, and other expenses incurred in servicing the customer.

Deferred Loan Costs

Deferred loan costs incurred

to obtain long-term financing through the Company’s revolving credit facility described in Note 5 are capitalized as long-term other assets.

All deferred loan costs are amortized to interest expense using the effective interest method. At December 31, 2025, the Company had deferred loan costs

of $1,053,676 which was recorded as a long-term asset. Amortization of deferred loan costs was $1,545,457 for the year ended December 31, 2025, which includes $1,076,060 expense of deferred loan costs written off due to the extinguishment of

the Company’s revolving credit facility.

Distributed Power Solutions, LLC

Notes to Financial Statements

Leases

The Company follows the guidance in Topic 842, which requires lessees to recognize most leases on their balance sheets as a

right-of-use (ROU) asset representing the right to use an underlying asset and a lease liability representing the obligation to make lease payments over the lease term, measured on a discounted basis.

The Company made an accounting policy election available under Topic 842 not to recognize ROU assets and lease liabilities for leases with a term of 12 months

or less. The Company has also made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component.

The Company conducts operations in leased facilities. Generally, the leases provide that the Company pays a base rent plus all insurance, maintenance, and all

other costs and expenses associated with the use of the buildings. Additionally, on some leases the Company pays a portion or all of the property taxes on premises.

Total lease expense for the year ended December 31, 2025 was $489,810, net of $18,000 sublease income.

As of December 31, 2025, the Company had short-term operating lease liabilities of $219,819, and long-term lease liabilities of $207,407, which are

included in accrued expenses and other current liabilities and other long-term liabilities, respectively, within the balance sheet. Minimum lease payments extend through 2027.

Income Taxes

The Company is a limited liability

company and consequently, is not a tax-paying entity for United States federal income tax purposes. Accordingly, a provision for income taxes has not been recorded in the accompanying financial statements.

Company income or losses are reflected in the members’ individual or corporate tax returns in accordance with their ownership percentages.

The

Company is subject to the state margin taxes, which applies to legal entities conducting business in the states. The tax is calculated by applying a tax rate to a base that considers both revenues and expenses and, therefore, has the characteristics

of an income tax. For the year ended December 31, 2025, margin tax was insignificant.

The Company is required to determine whether its tax positions

are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured

as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously

recognized results in the Company recording a tax liability that reduces member’s equity. Based on its analysis the Company has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2025. The

Company’s conclusions may be subject to review and adjustment at a later date based on variety of factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and

interpretations thereof.

The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses,

respectively. No interest expense or penalties have been recognized for the year ended December 31, 2025.

Distributed Power Solutions, LLC

Notes to Financial Statements

The Company files state income tax returns in various U.S. states. None of the Company’s state income

tax returns are currently under examination by state authorities, however, fiscal years 2022 and later remain subject to examination by the state authorities.

Concentration of Credit Risk

Financial

instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. At times, the Company maintains deposits in federally insured financial

institutions in excess of federally insured limits. Management monitors the credit ratings and concentration of risk of these financial institutions on a continuing basis to safeguard cash deposits.

The Company’s accounts receivable is principally from customers in the oil & gas, refining, and power industries located in Virginia, Texas and

Mexico. The Company performs continuing credit evaluations of its customers’ financial condition and generally requires a two month deposit on the rental price.

Customer account concentrations as of and for the year ended December 31, 2025 are outlined in the tables below.

Customer

Total Revenue

% of Total Revenue

Customer A

28,079,637

Customer B

11,208,504

39,288,141

Customer

Total Accounts

Receivable, net

% of Total AR, net

Customer A

2,294,963

Customer B

1,996,241

Customer C

3,850,930

Customer D

2,798,357

10,940,491

Customer

Unbilled Revenue

% of Unbilled

Revenue

Customer D

2,224,684

Customer E

727,043

Customer F

702,969

Customer G

600,000

4,254,696

Distributed Power Solutions, LLC

Notes to Financial Statements

Fair Value of Financial Instruments

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

measurement date. Fair value measurements are classified and disclosed in one of the following categories:

Level 1 -

Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially

the full term of the asset or liability.

Level 3 - Unobservable inputs for which there is little or no market

data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.

The Company’s financial

instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. The carrying value for cash, accounts receivable and accounts payable approximates their fair value, principally due to the

short-term maturities of these instruments. The carrying value for the long-term debt (including current maturities) approximates fair value because the interest rates approximate the market interest rates of other financial instruments with similar

credit risks and terms. The fair value of the long-term debt represents a Level 3 fair value measurement.

Revenue Recognition

The Company is principally engaged in the business of renting equipment. Ancillary to the Company’s principal equipment rental business, the Company also

sells used rental equipment, parts and supplies and offers certain services to support its customers. The Company’s rental transactions are accounted for under Topic 842. The Company’s sale of rental equipment along with certain services

provided to customers are accounted for under Topic 606.

The following tables summarize the applicable accounting guidance for the Company’s

revenues:

For the Year Ended December 31, 2025

Topic 842

Topic 606

Total

Equipment rentals revenue

72,881,159

—

72,881,159

Equipment sales

—

8,728,600

Other services revenue

Delivery and pick up

—

939,464

Equipment setup/decommission

—

8,160,178

Other

—

2,308,158

Total

72,881,159

20,136,400

93,017,559

Distributed Power Solutions, LLC

Notes to Financial Statements

Unbilled Receivables and Deferred Revenue

The Company had unbilled receivables totaling $5,881,609 at December 31, 2025 relating to earned but not billed amounts on its rental contracts, which are

classified as current assets based on the timing of when the Company expects to realize payment.

Deferred revenues are classified as current based on the

timing of when the Company expects to recognize revenues. Such liabilities totaled $17,887,363 at December 31, 2025, which are included within current liabilities.

Performance Obligations

The Company’s

revenue recognized under Topic 606 is recognized at a point-in-time. Accordingly, in any particular period, the Company does not generally recognize a significant amount

of revenue from performance obligations satisfied in previous periods, and the amount of such revenue recognized during the year ended December 31, 2025 was not material. The Company also does not expect to recognize material revenue in the

future related to performance obligations that are unsatisfied as of December 31, 2025.

Contract Estimates and Judgments

The Company’s revenues accounted for under Topic 606 generally do not require significant estimates or judgments, primarily for the following reasons:

•

The transaction price is generally fixed and stated on the Company’s contracts;

•

As noted above, the Company’s contracts generally do not include multiple performance obligations, and

accordingly do not generally require estimates of the standalone selling price for each performance obligation;

•

The Company’s revenues do not include material amounts of variable consideration; and

•

The Company’s revenue is recognized as of a

point-in-time and the timing of the satisfaction of the applicable performance obligations is readily determinable. Revenue recognized under Topic 606 is generally

recognized at the time of delivery to, or pick-up by, the customer.

In December 2022, the

Company entered into a lease and service agreement with a customer in Virginia for (i) the lease of power supply equipment and (ii) the operation and maintenance services for the equipment. The initial lease term is 60 months with an

annual option to renew for up to an additional 12 years. Rental revenues totaling approximately $28,079,637 were recognized for the year ended December 31, 2025.

The lease payment is based on a fixed monthly fee for the lease of equipment and an operation and maintenance service fee escalated annually based on CPI

index. The Company will also be reimbursed for the ancillary costs expected to be incurred relating to the equipment installation.

As of

December 31, 2025, the Company received customer deposits totaling $10,000,000 which is included in deferred revenue in the balance sheet. These customer deposits will be applied against the customer’s future lease payments in 2026.

Distributed Power Solutions, LLC

Notes to Financial Statements

Property and Equipment

Property and equipment consisted of the following:

December 31,

2025

Rental equipment

288,933,977

Non-rental equipment and automobiles

3,277,070

Buildings and leasehold improvements

96,444

292,307,491

Less: accumulated depreciation

(53,576,930

)

Net Property and Equipment

238,730,561

Depreciation expense for the year ended December 31, 2025 was $17,868,470.

Long-term Debt

Bank OZK Credit Agreement

On August 1, 2025,

DPS entered into a credit agreement (the “Bank OZK Revolver”) with Bank OZK, as the lead arranger, in syndication with two other banks, providing for a maximum commitment of the lesser of $200,000,000 or the borrowing base of the

Company. The initial proceeds were used to pay off the existing credit agreement with Bank of America. The Bank OZK Revolver matures on August 1, 2028.

The borrowing base is calculated as set out in the Bank OZK Credit Agreement and based on outstanding accounts receivable and the lesser of 90% of orderly

liquidation value of equipment or net book value of equipment less outstanding amounts borrowed under the Bank OZK Credit Agreement. As of December 31, 2025, the borrowing base was $188,222,107 and the outstanding amount borrowed on the Bank

OZK Credit agreement was $111,150,000.

The Company may elect for each borrowing under the Bank OZK Credit Agreement to be either a Secured Overnight

Financing Rate (SOFR) Borrowing or a Base Rate Borrowing. SOFR Borrowings bear interest at an applicable rate that ranges from 1.8% to 2.3% based on the Company’s most recent funded indebtedness to EBITDA ratio, plus SOFR. Base Rate Borrowings

bear interest at an applicable rate that ranges from 0.8% to 1.3%, based on the Company’s most recent funded indebtedness to EBITDA ratio, plus the higher of (i) the prime rate (ii) federal funds rate plus 0.5% or (iii) Term

SOFR plus 1%. Interest is payable quarterly for the Bank OZK Revolver. As of December 31, 2025, the interest rate was 6%.

The Bank OZK Revolver also

requires payment of a facility fee of 0.25% per quarter on the unused portion of the maximum commitment.

The Bank OZK Credit Agreement includes certain

restrictive financial covenants, including a funded indebtedness to EBITDA ratio and debt service coverage ratio. The financial covenants were in compliance as of December 31, 2025.

Distributed Power Solutions, LLC

Notes to Financial Statements

Bank of America Credit Agreements

On November 14, 2022, DPS entered into a credit agreement (the “BOA Credit Agreement”) with Bank of America as the lead arranger, in

syndication with six other banks, providing a revolving line of credit (the “BOA Revolver”) for a maximum commitment of the lesser of $250,000,000 (as amended on April 26, 2023) or the borrowing base. The BOA Credit Agreement was

scheduled to mature on November 14, 2027.

The borrowing base was calculated as set out in the BOA Credit Agreement and based on outstanding accounts

receivable and the lesser of fair market value of equipment or net book value of equipment less outstanding amounts borrowed under the BOA Credit Agreement.

DPS could elect for each borrowing under the BOA Credit Agreement to be either a Secured Overnight Financing Rate (SOFR) Borrowing or a Base Rate Borrowing.

SOFR Borrowings bear interest at an applicable rate that ranges from 1.25% to 2.5% based on its then parent, PRS’s, most recent consolidated funded indebtedness to EBITDA ratio, plus SOFR. Base Rate Borrowings bear interest at an applicable

rate that ranged from 0.25% to 1.5%, based on PRS’s most recent consolidated funded indebtedness to EBITDA ratio, plus the higher of (i) the prime rate (ii) federal funds rate plus 0.5% or (iii) Term SOFR plus 1%. Interest was

payable quarterly.

The BOA Credit Agreement was collateralized by substantially all DPS’s and PRS’s assets.

PRS also entered into a credit agreement with Bank of America (“PRS Credit Agreement”) which provided for a term loan and revolving credit

facility. DPS’ assets were cross-collateralized under the PRS Credit Agreement and included the same restrictive financial covenants as the BOA Credit Agreement.

All amounts under the BOA Credit Agreement and PRS Credit Agreement were repaid on August 1, 2025.

Sale-Leaseback Financing Liability

In August 2023, the Company sold certain property and equipment to a financing institution for a total amount of $9,715,440. On the same date, the Company

entered into a lease agreement with the financing institution whereby the Company leased back the equipment for 48 months for monthly rent of $194,632 starting on September 2023 and projected residual value by end of lease term is 25% of the asset

cost. The lease agreement has a purchase option which the Company intends to exercise by the end of the lease term. The Company evaluated the sale and leaseback transaction in accordance with Topic 842 and classified the lease as a financing

transaction. As of December 31, 2025, the Company’s sale-leaseback financing liability totaled $3,389,836, net of current portion amounting to $1,749,670.

Long-Term Incentive Plan

Effective January 1, 2023, the Company’s management implemented a discretionary Long-Term Incentive Plan (the “2023 Plan”) for certain

eligible employees of the Company. The 2023 Plan grants bonus units equivalent to $1, which is awarded in cash and shall be vested for a performance period of three years, beginning January 1, 2023, until December 31, 2025. As of

December 31, 2025, the Company recorded a liability of $5,975,599, with $2,987,799 included in other current liabilities and $2,987,799 included in other long-term liabilities on the balance sheet due to the timing of expected payments under

the 2023 Plan.

Distributed Power Solutions, LLC

Notes to Financial Statements

The value of the employee’s interest in the 2023 Plan is determined annually by the chief financial

officer and approved by a member of the Board of Managers. The Company has the sole discretion to amend or terminate the 2023 Plan.

Related Party Transactions

The Company entered into transactions with related parties which are subsidiaries or affiliates of the Joint Venturers for equipment rentals, parts inventory

and equipment purchases and shared administrative services during its normal course of business. There were no mandatory payments for related party balances due to / from subsidiaries or affiliates of the Joint Venturers. On August 1, 2025, in

connection with the reorganization of DPS described in Note 1, net payables of approximately $68,601,724, which represents all amounts due to / from subsidiaries or affiliates of the Joint Venturers were converted to equity in the Company.

For the year ended December 31, 2025, the Company recognized the following items relating to transactions with each affiliate:

Year Ended December 31,

2025

Energy Rental Solutions, LLC (“ERS”)

Cost of Equipment Rentals from ERS

1,613,273

Cost of Equipment Purchased from ERS

19,447,754

Cost of Equipment and Parts Purchases from ERS

657,990

Cost of Administrative and Shared Services from ERS

5,844,812

Mustang

Equipment sales - related party

3,804,650

Cost of revenues - Equipment sales - related party

2,601,934

As of December 31, 2025, the Company had the following balances due to subsidiaries or affiliates of the Joint Venturers

recorded in the balance sheet:

December 31,

2025

Related Party Payable

Energy Rental Solutions, LLC

633,967

Total

633,967

Distributed Power Solutions, LLC

Notes to Financial Statements

Commitments and Contingencies

Litigation

In the normal course of business, the

Company may be party to litigation from time to time. While the outcome of these matters cannot be predicted with certainty, the Company believes these matters will not have a material adverse effect on the Company’s financial position,

results of operations, or liquidity.

10.

Subsequent Events

The Company performed an evaluation of subsequent events through February 13, 2026, which is the date the financial statements were available to be

issued.

EX-99.2

Filename: d117077dex992.htm · Sequence: 4

EX-99.2

Exhibit 99.2

Distributed Power Solutions, LLC

Financial Statements

(Unaudited)

As of and for the

Three-Months Ended

March 31, 2026

Distributed Power Solutions, LLC

Financial Statements

(Unaudited)

As of and for the

Three-Months Ended

March 31, 2026

Distributed Power Solutions, LLC

Contents

Page

Unaudited Financial Statements

Balance Sheet as of March 31, 2026

Statement of Income for the Three-Months Ended March 31, 2026

Statement of Members’ Equity for the Three-Months Ended March 31, 2026

Statement of Cash Flows for the Three-Months Ended March 31, 2026

Notes to Financial Statements

8 - 17

Unaudited Financial Statements

Distributed Power Solutions, LLC

Balance Sheet (Unaudited)

March 31,

2026

Assets

Current Assets

Cash and cash equivalents

11,354,734

Accounts receivable, net

14,085,778

Unbilled revenue

4,014,018

Parts inventories, net

2,346,428

Prepaid expenses and other current assets

1,218,225

Total Current Assets

33,019,183

Property and Equipment, net

256,292,416

Other Long-Term Assets

1,106,005

Total Assets

290,417,604

Liabilities and Members’ Equity

Current Liabilities

Accounts payable

7,974,542

Current maturities of sale-leaseback financing liability

1,785,347

Deferred revenue

15,786,418

Related party payable

803,677

Accrued expenses and other current liabilities

3,746,320

Total Current Liabilities

30,096,304

Long-Term Debt, net

121,150,000

Sale-Leaseback Financing Liability, net

2,929,895

Other Long-Term Liabilities

2,270,446

Total Liabilities

156,446,645

Commitments and Contingencies (Note 9)

Members’ Equity

133,970,959

Total Liabilities and Members’ Equity

290,417,604

See accompanying notes to financial statements.

Distributed Power Solutions, LLC

Statement of Income (Unaudited)

Three-Months Ended March 31,

2026

Revenue

Equipment rentals

25,430,881

Other services

4,190,967

Total Revenue

29,621,848

Cost of Revenues

Equipment rentals

10,476,287

Other services

3,371,039

Total Cost of Revenues

13,847,326

Gross Profit

15,774,522

Operating Expenses

General and administrative expenses

3,368,021

Wages and related costs

(811,749

)

Depreciation and amortization

110,075

Total Operating Expenses

2,666,347

Income from Operations

13,108,175

Other Expenses

Interest expense, net

1,917,564

Other, net

137,378

Total Other Expenses, net

2,054,942

Net Income

11,053,233

See accompanying notes to financial statements.

Distributed Power Solutions, LLC

Statement of Members’ Equity (Unaudited)

Total

Members’

Equity

Balance at December 31, 2025

122,917,726

Net Income

11,053,233

Balance at March 31, 2026

133,970,959

See accompanying notes to financial statements.

Distributed Power Solutions, LLC

Statement of Cash Flows (Unaudited)

Three-Months Ended March 31,

2026

Cash Flows from Operating Activities

Net income

11,053,233

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

Recovery of doubtful accounts

(153,646

)

Depreciation and amortization

4,711,036

Amortization of deferred loan costs

101,969

Changes in assets and liabilities

Accounts receivable

(308,152

)

Unbilled revenue

1,867,591

Parts inventories

(608,450

)

Prepaid expenses and other current assets

1,758,482

Accounts payable

(520,161

)

Accrued expenses and other current liabilities

(1,927,206

)

Related party receivable / payable

169,710

Other long-term liabilities

(1,003,289

)

Net Cash Provided by Operating Activities

15,141,117

Cash Flows from Investing Activities

Purchases of property and equipment

(18,729,712

)

Net Cash Used in Investing Activities

(18,729,712

)

Cash Flows from Financing Activities

Borrowings on long-term debt

14,000,000

Payments on long-term debt

(4,000,000

)

Payments on sale-leaseback financing transaction

(424,264

)

Net Cash Provided by Financing Activities

9,575,736

Net Change in Cash and Cash Equivalents

5,987,141

Cash and Cash Equivalents - beginning of period

5,367,592

Cash and Cash Equivalents - end of period

11,354,734

Supplemental Cash Flow Information

Cash paid for interest

1,800,350

Non-Cash Investing and Financing

Activities

Change in accrued capital expenditures

3,425,679

See accompanying notes to financial statements.

Distributed Power Solutions, LLC

Notes to Financial Statements (Unaudited)

Organization, Business and Recent Events

Distributed Power Solutions, LLC (“DPS” or “the Company”) was incorporated in the state of Texas and commenced operations on

(“LMC”), (collectively, the “Joint Venturers”), of which each owns a one-half equity membership interest.

Effective August 1, 2025, PRS distributed 100% of its interest in DPS to the current owners of PRS, Mustang and LMC which each owned a one-half equity membership interest directly in DPS as of March 31, 2026.

DPS is governed by the Board of Managers

which is comprised of two individuals, one from each of the Joint Venturers. All significant decisions must be unanimously made by the Board of Managers.

The Company is engaged in renting or leasing machinery for power generation to the oil & gas, utility, data center, industrial, and commercial

industries. Current contracts range in length from 3 months to 5 years.

Profits and losses are allocated among the members in proportion to their

respective equity percentage interests. Under the new credit agreement entered into on August 1, 2025, distributions to the owners are prohibited with the exception of tax distributions required on taxable income generated at the DPS level.

There were no distributions made by DPS during the three-months ended March 31, 2026.

On April 1, 2026, the Company was sold to Kodiak Gas

Services, Inc. (“Kodiak”) for $714 million, subject to adjustment in accordance with the related purchase agreement. The purchase price included $587.0 million in cash and the issuance of 2,401,278 shares, representing

approximately $139.0 million of Kodiak common stock based on the closing price of Kodiak’s common stock on April 1, 2026, to the sellers. All amounts outstanding under the Company’s Credit Agreement with Bank OZK were repaid

with proceeds from the transaction.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial

statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

As neither Joint Venturer owned a controlling interest in PRS or the distributed interest in DPS at the time of the distribution, and each investor’s

ultimate ownership interest in DPS was unchanged as a result of the transaction, PRS’ distribution of its interest in DPS to the Joint Venturers is considered a transaction under common control, and therefore the financial statements are

presented using the historical cost basis.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of

Distributed Power Solutions, LLC

Notes to Financial Statements (Unaudited)

Cash and Cash Equivalents

The Company considers cash on hand, cash in banks and all highly liquid instruments having an original maturity date of three months or less at the date of

purchase to be cash and cash equivalents. As of March 31, 2026, there were no cash equivalents.

Accounts Receivable

Accounts receivable consists of trade receivables and are stated at the amount billed to customers. The Company maintains an allowance for credit losses for

experience, significant aged balances, financial condition of its customers, and customer relationships. Account balances are written off against the allowance after all means of collection have been exhausted, and the potential for recovery is

considered remote. The Company recognized allowance for credit losses amounting to $193,618 at March 31, 2026.

Parts Inventories

Parts inventories consist substantially of new and used parts to repair and maintain the rental equipment and are valued at the lower of cost or net realizable

value. Cost is determined using the weighted-average cost method.

Property and Equipment

Property and equipment additions are stated at cost. Depreciation is provided for by the straight-line method over the estimated useful lives, net of salvage

lives:

Assets

Estimated Useful Lives

Rental equipment

5-25 years

Non-rental equipment and automobiles

1-5 years

Leasehold improvements

5-10 years

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.

income. The Company also sells equipment to its customers and records the remaining net book value as cost of equipment sales with all proceeds recorded as equipment sales revenue.

Impairment of Long-Lived Assets

The Company

asset. The Company incurred no impairment losses for the three-months ended March 31, 2026.

Distributed Power Solutions, LLC

Notes to Financial Statements (Unaudited)

Revenue Recognition

The Company recognizes equipment rental revenue in accordance with FASB Accounting Standards Codification (“ASC”) Topic 842, Leases

606”).

The following addresses the Company’s revenue types based on the accounting standard used to determine the accounting.

Topic 842 Leases

Rental revenue includes revenue

re-rent revenue in which the Company will rent specific equipment from vendors and then re-rent that equipment to its customers. Provisions for discounts and other

adjustments are provided for in the period the related revenue is recorded.

Topic 606 Revenue from Contracts with Customers

The Company recognizes revenue from sale of rental equipment when control of the asset transfers to the customer, which is typically when the asset is picked

therefore, are excluded from revenue.

Other services revenue primarily includes revenue earned from providing optional services such as delivery and pick-up services, equipment setup/decommission, repair and maintenance, environmental protection and fuel consumption services to rental customers who avail of such services. It also includes contract labor charged

to the customer related to operating rented equipment. The Company recognizes other services revenue as the services are provided.

Cost of Revenues

Cost of equipment rentals include substantially all expenses directly related to the equipment rental and leasing operations. Cost of other

services include labor charges, parts used, and other expenses incurred in servicing the customer.

Deferred Loan Costs

Deferred loan costs incurred to obtain long-term financing through the Company’s revolving credit facility described in Note 5 are capitalized as

long-term other assets.

All deferred loan costs are amortized to interest expense using the effective interest method. At March 31, 2026, the

Company had deferred loan costs of $951,707 which was recorded as a long-term asset. Amortization of deferred loan costs was $101,969 for the three-months ended March 31, 2026.

Distributed Power Solutions, LLC

Notes to Financial Statements (Unaudited)

Leases

The Company follows the guidance in Topic 842, which requires lessees to recognize most leases on their balance sheets as a right-of-use (ROU) asset representing the right to use an underlying asset and a lease liability representing the obligation to make lease payments over the lease term, measured on a discounted basis.

The Company made an accounting policy election available under Topic 842 not to recognize ROU assets and lease liabilities for leases with a term of 12 months

or less. The Company has also made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component.

The Company conducts operations in leased facilities. Generally, the leases provide that the Company pays a base rent plus all insurance, maintenance, and all

other costs and expenses associated with the use of the buildings. Additionally, on some leases the Company pays a portion or all of the property taxes on premises.

Total lease expense for the three-months ended March 31, 2026 was $110,615.

As of March 31, 2026, the Company had short-term operating lease liabilities of $224,258, and long-term lease liabilities of $149,647, which are included

in accrued expenses and other current liabilities and other long-term liabilities, respectively, within the balance sheet. Minimum lease payments extend through 2027.

Income Taxes

The Company is a limited liability

Company income or losses are reflected in the members’ individual or corporate tax returns in accordance with their ownership percentages.

The

of an income tax. For the three-months ended March 31, 2026, margin tax was insignificant.

The Company is required to determine whether its tax

positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is

measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit

previously recognized results in the Company recording a tax liability that reduces member’s equity. Based on its analysis the Company has determined that it has not incurred any liability for unrecognized tax benefits as of March 31,

2026. The Company’s conclusions may be subject to review and adjustment at a later date based on variety of factors including, but not limited to, on-going analysis of and changes to tax laws,

regulations and interpretations thereof.

The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other

expenses, respectively. No interest expense or penalties have been recognized for the three-months ended March 31, 2026.

Distributed Power Solutions, LLC

Notes to Financial Statements (Unaudited)

The Company files state income tax returns in various U.S. states. None of the Company’s state income

tax returns are currently under examination by state authorities, however, fiscal years 2023 and later remain subject to examination by the state authorities.

Concentration of Credit Risk

Financial

institutions in excess of federally insured limits. Management monitors the credit ratings and concentration of risk of these financial institutions on a continuing basis to safeguard cash deposits.

The Company’s accounts receivable is principally from customers in the oil & gas, refining, and power industries located in Virginia, New

Jersey, Texas and Mexico. The Company performs continuing credit evaluations of its customers’ financial condition and generally requires a two month deposit on the rental price.

Customer account concentrations as of and for the three-months ended March 31, 2026 are outlined in the tables below.

Customer

Total Revenue

% of Total Revenue

Customer A

7,398,075

Customer B

7,138,650

Customer C

2,944,147

17,480,872

Customer

Total Accounts

Receivable, net

% of Total AR, net

Customer A

6,637,100

Customer D

1,764,179

Customer C

1,552,113

9,953,392

Customer

Contract Assets

% of Total Contract

Assets

Customer E

921,812

Customer F

518,942

1,440,754

Distributed Power Solutions, LLC

Notes to Financial Statements (Unaudited)

Fair Value of Financial Instruments

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

measurement date. Fair value measurements are classified and disclosed in one of the following categories:

Level 1 -

Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially

the full term of the asset or liability.

Level 3 - Unobservable inputs for which there is little or no market

data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.

The Company’s financial

credit risks and terms. The fair value of the long-term debt represents a Level 3 fair value measurement.

Revenue Recognition

The Company is principally engaged in the business of renting equipment. Ancillary to the Company’s principal equipment rental business, the Company also

provided to customers are accounted for under Topic 606.

The following tables summarize the applicable accounting guidance for the Company’s

revenues:

For the Three-Months Ended March 31, 2026

Topic 842

Topic 606

Total

Equipment rentals revenue

25,430,881

—

25,430,881

Other services revenue

Delivery and pick up

—

394,057

Equipment setup/decommission

—

2,923,793

Other

—

873,117

Total

25,430,881

4,190,967

29,621,848

Distributed Power Solutions, LLC

Notes to Financial Statements (Unaudited)

Unbilled Receivables and Deferred Revenue

The Company had unbilled receivables totaling $4,014,018 at March 31, 2026 relating to earned but not billed amounts on its rental contracts, which are

classified as current assets based on the timing of when the Company expects to realize payment.

Deferred revenues are classified as current based on the

timing of when the Company expects to recognize revenues. Such liabilities totaled $15,786,418 at March 31, 2026, which are included within current liabilities.

Performance Obligations

The Company’s

revenue recognized under Topic 606 is recognized at a point-in-time. Accordingly, in any particular period, the Company does not generally recognize a significant amount

of revenue from performance obligations satisfied in previous periods, and the amount of such revenue recognized during the three-months ended March 31, 2026 was not material. The Company also does not expect to recognize material revenue in

the future related to performance obligations that are unsatisfied as of March 31, 2026.

Contract Estimates and Judgments

The Company’s revenues accounted for under Topic 606 generally do not require significant estimates or judgments, primarily for the following reasons:

•

The transaction price is generally fixed and stated on the Company’s contracts;

•

As noted above, the Company’s contracts generally do not include multiple performance obligations, and

accordingly do not generally require estimates of the standalone selling price for each performance obligation;

•

The Company’s revenues do not include material amounts of variable consideration; and

•

The Company’s revenue is recognized as of a

point-in-time and the timing of the satisfaction of the applicable performance obligations is readily determinable. Revenue recognized under Topic 606 is generally

recognized at the time of delivery to, or pick-up by, the customer.

In December 2022, the

annual option to renew for up to an additional 12 years. Rental revenues totaling approximately $7,138,650 were recognized for the three-months ended March 31, 2026.

The lease payment is based on a fixed monthly fee for the lease of equipment and an operation and maintenance service fee escalated annually based on CPI

index. The Company will also be reimbursed for the ancillary costs expected to be incurred relating to the equipment installation.

As of March 31,

2026, the Company received customer deposits totaling $6,000,000 which is included in deferred revenue in the balance sheet. These customer deposits will be applied against the customer’s future lease payments in 2026.

Distributed Power Solutions, LLC

Notes to Financial Statements (Unaudited)

Property and Equipment

Property and equipment consisted of the following:

March 31,

2026

Rental equipment

311,098,685

Non-rental equipment and automobiles

3,385,253

Buildings and leasehold improvements

96,444

314,580,382

Less: accumulated depreciation

(58,287,966

)

Net Property and Equipment

256,292,416

Depreciation expense for the three-months ended March 31, 2026 was $4,711,036.

Long-term Debt

Bank OZK Credit Agreement

On August 1, 2025,

Company. The initial proceeds were used to pay off the existing credit agreement with Bank of America. The Bank OZK Revolver was scheduled to mature on August 1, 2028.

The borrowing base was calculated as set out in the Bank OZK Credit Agreement and based on outstanding accounts receivable and the lesser of 90% of orderly

liquidation value of equipment or net book value of equipment less outstanding amounts borrowed under the Bank OZK Credit Agreement. As of March 31, 2026, the borrowing base was $200,000,000 and the outstanding amount borrowed on the Bank OZK

Credit agreement was $121,150,000.

The Company could elect for each borrowing under the Bank OZK Credit Agreement to be either a Secured Overnight

Financing Rate (SOFR) Borrowing or a Base Rate Borrowing. SOFR Borrowings bore interest at an applicable rate that ranged from 1.8% to 2.3% based on the Company’s most recent funded indebtedness to EBITDA ratio, plus SOFR. Base Rate Borrowings

bore interest at an applicable rate that ranged from 0.8% to 1.3%, based on the Company’s most recent funded indebtedness to EBITDA ratio, plus the higher of (i) the prime rate (ii) federal funds rate plus 0.5% or (iii) Term

SOFR plus 1%. Interest was payable quarterly for the Bank OZK Revolver. As of March 31, 2026, the interest rate was 5.8%.

The Bank OZK Revolver also

required payment of a facility fee of 0.25% per quarter on the unused portion of the maximum commitment.

The Bank OZK Credit Agreement included certain

restrictive financial covenants, including a funded indebtedness to EBITDA ratio and debt service coverage ratio. The Company was in compliance with all covenants as of March 31, 2026.

On April 1, 2026, proceeds from the sale of the Company to Kodiak were used to pay all amounts of debt and accrued interest due to Bank OZK.

Distributed Power Solutions, LLC

Notes to Financial Statements (Unaudited)

Sale-Leaseback Financing Liability

In August 2023, the Company sold certain property and equipment to a financing institution for a total amount of $9,715,440. On the same date, the Company

transaction. As of March 31, 2026, the Company’s sale-leaseback financing liability totaled $2,929,895, net of current portion amounting to $1,785,347.

Long-Term Incentive Plan

Effective January 1, 2023, the Company’s management implemented a discretionary Long-Term Incentive Plan (the “2023 Plan”) for certain

March 31, 2026, the Company recorded a liability of $4,163,068, with $2,042,260 included in other current liabilities and $2,120,799 included in other long-term liabilities on the balance sheet due to the timing of expected payments under the

2023 Plan.

The value of the employee’s interest in the 2023 Plan is determined annually by the chief financial officer and approved by a member of

the Board of Managers. The Company has the sole discretion to amend or terminate the 2023 Plan.

Related Party Transactions

The Company entered into transactions with related parties which are subsidiaries or affiliates of the Joint Venturers for equipment rentals, parts inventory

and equipment purchases and shared administrative services during its normal course of business.

For the three-months ended March 31, 2026, the

Company recognized the following items relating to transactions with each affiliate:

Three-Months Ended March 31,

2026

Energy Rental Solutions, LLC (“ERS”)

Cost of Equipment Rentals from ERS

479,333

Cost of Equipment and Parts Purchases from ERS

23,364

Cost of Administrative and Shared Services from ERS

2,315,190

Mustang

Repair & Maintenance Cost - related party

632,853

Distributed Power Solutions, LLC

Notes to Financial Statements (Unaudited)

As of March 31, 2026, the Company had the following balances due to subsidiaries or affiliates of the

Joint Venturers recorded in the balance sheet:

March 31,

2026

Related Party Payable

ERS

170,824

Mustang

632,853

Total

803,677

Commitments and Contingencies

Litigation

In the normal course of business, the

results of operations, or liquidity.

10.

Subsequent Events

The Company performed an evaluation of subsequent events through May 13, 2026, which is the date the financial statements were available to be issued.

See Note 1 for description of the sale of the Company on April 1, 2026.

EX-99.3

Filename: d117077dex993.htm · Sequence: 5

EX-99.3

EXHIBIT 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this Amendment No. 1 to Current Report

on Form 8-K (the “Current Report”), to which this unaudited pro forma condensed combined financial information is attached, or the initial Current Report on Form

8-K filed with the SEC on April 1, 2026.

The following unaudited pro forma condensed

combined financial information are derived from the historical consolidated financial statements of Kodiak Gas Services, Inc. (“Kodiak” or the “Company”) and the historical financial statements of Distributed Power Solutions,

LLC (“DPS”), as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively.

The following unaudited pro forma financial information gives effect to the Acquisition, which closed on April 1, 2026 (the

“Closing Date”), and includes the impacts of (a) the Acquisition, including the extinguishment of a portion of DPS’s outstanding debt, and (b) borrowings under the Company’s revolving credit agreement with the

lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended or restated to date, the “ABL Credit Agreement” or “ABL Facility”) in connection with the Acquisition to fund the cash purchase price of

the Acquisition (the “Financing”).

The unaudited pro forma combined financial information related to the Acquisition has been

prepared by Kodiak using the acquisition method of accounting in accordance with GAAP. Kodiak has been treated as the acquirer for accounting purposes, and thus accounts for the Acquisition as a business combination in accordance with Accounting

Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The valuations of the assets acquired, and liabilities assumed, and therefore the purchase price allocations, are preliminary and have not yet been

finalized as of the date of this filing. As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma combined financial information and the final purchase price

allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026, gives effect to the Acquisition and the Financing as if

they had occurred on March 31, 2026.

The unaudited pro forma condensed combined statements of operations for the three months

ended March 31, 2026 and for the year ended December 31, 2025, give effect to the Acquisition and the Financing as if they had occurred on January 1, 2025.

The unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of operations

have been derived from and should be read in conjunction with the following financial statements, which are included as an exhibit to this Current Report or are included in Kodiak’s Form 10-K for the

fiscal year ended December 31, 2025 or Form 10-Q for the quarter ended March 31, 2026:

•

the historical unaudited condensed consolidated financial statements and the related notes of Kodiak as of and

for the three months ended March 31, 2026, which are included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 11, 2026;

•

the historical audited consolidated financial statements and the related notes of Kodiak for the year ended

December 31, 2025, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026;

•

the historical unaudited condensed financial statements and the related notes of DPS as of and for the three

months ended March 31, 2026, which are included as Exhibit 99.2 to this Current Report; and

•

the historical audited financial statements and the related notes of DPS for the year ended December 31,

2025, which are included as Exhibit 99.1 to this Current Report.

The unaudited pro forma condensed combined financial information has been prepared in

accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired

and Disposed Businesses.”

The pro forma adjustments are based on available information and upon assumptions that Kodiak management

believes are reasonable under the circumstances to reflect, on a pro forma basis, the effect of the Acquisition and the other transactions noted above. The adjustments are described in the notes to the unaudited pro forma condensed combined balance

sheet and the unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined financial

information is included for informational purposes only. The unaudited pro forma condensed combined financial information should not be relied upon as being indicative of Kodiak’s results of operations or financial condition had the

Acquisition and the other transactions contemplated by the Purchase Agreement occurred on the dates assumed. The unaudited pro forma condensed combined financial information also does not project Kodiak’s results of operations or financial

position for any future period or date, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that the combined company may

achieve with respect to the combined operations. A number of factors may affect the results. Specifically, the unaudited pro forma condensed combined statements of operations does not include projected synergies expected to be achieved as a result

of the Acquisition and any associated costs that may be required to be incurred to achieve the identified synergies. The unaudited pro forma condensed combined statements of operations also exclude the effects of costs of integration activities and

asset dispositions that may result from the Acquisition. The unaudited pro forma condensed combined statements of operations and balance sheet should be read in conjunction with the “Risk Factors”, “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”, Kodiak’s consolidated financial statements and related notes and other sections of Kodiak’s Annual Report on Form

10-K for the year ended December 31, 2025, Kodiak’s Current Report on Form 10-Q for the quarter ended March 31, 2026, and DPS’s financial

statements and related notes included as exhibits to this Current Report.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2026

(in thousands)

Kodiak Gas

Services, Inc.

Distributed

Power

Solutions,

LLC, As

Adjusted

Pro Forma

Transaction

Adjustments

Financing

Adjustments

Kodiak Gas

Services, Inc.

Pro Forma

Assets

Current Assets:

Cash and cash equivalents

94,363

11,355

(589,632

)

A, B

593,397

109,483

Accounts receivable, net

238,376

14,086

—

252,462

Inventories, net

103,926

2,346

1,225

—

107,497

Contract assets

7,725

4,014

—

11,739

Prepaid expenses and other current assets

15,150

1,218

—

16,368

Total current assets

459,540

33,019

(588,407

)

593,397

497,549

Property, plant and equipment, net

3,419,137

256,292

96,808

—

3,772,237

Operating lease

right-of-use assets, net

44,361

—

44,361

Finance lease

right-of-use assets, net

5,892

—

5,892

Goodwill

408,681

—

323,200

—

731,881

Identifiable intangible assets, net

149,514

—

50,000

—

199,514

Fair value of derivative instruments

6,578

—

6,578

Other assets

939

1,106

—

2,045

Total assets

4,494,642

290,417

(118,399

)

593,397

5,260,057

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

71,831

7,975

—

79,806

Accrued liabilities

195,729

4,550

—

200,279

Contract liabilities

92,413

15,786

—

108,199

Current maturities of sale-leaseback financing liability

—

1,785

—

1,785

Total current liabilities

359,973

30,096

—

390,069

Long-term debt, net of unamortized debt issuance cost

2,787,003

121,150

(121,150

)

593,397

3,380,400

Operating lease liabilities

42,122

—

42,122

Finance lease liabilities

3,775

—

3,775

Deferred tax liabilities

125,460

—

125,460

Sales-leaseback financing liability, net

—

2,930

—

2,930

Other liabilities

1,303

2,270

—

3,573

Total liabilities

3,319,636

156,446

(121,150

)

593,397

3,948,329

Commitments and contingencies

Stockholders’ equity:

Preferred stock

—

Common stock

908

—

932

Members’ equity

—

133,971

(133,971

)

—

Additional paid-in capital

1,326,985

—

139,010

—

1,465,995

Treasury stock

(143,968

)

—

(143,968

)

Noncontrolling interest

3,597

—

3,597

Accumulated other comprehensive loss

(99

)

—

(99

)

Retained earnings

(12,419

)

—

(2,312

)

—

(14,731

)

Total stockholders’ equity

1,175,006

133,971

2,751

—

1,311,728

Total liabilities and stockholders’ equity

4,494,642

290,417

(118,399

)

593,397

5,260,057

Please refer to the notes to the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2026

(in thousands, except per share data)

Kodiak Gas

Services,

Inc.

Distributed

Power

Solutions,

LLC, As

Adjusted

Reclassification

Adjustments

Transaction

Accounting

Adjustments

Financing

Adjustments

Kodiak Gas

Services,

Inc. Pro

Forma

Revenues:

Total revenues

345,759

29,622

—

375,831

Operating expenses:

Cost of operations (exclusive of depreciation and amortization)

122,878

13,847

(4,642

)

—

132,083

Depreciation and amortization

68,681

110

4,642

782

—

74,215

Selling, general and administrative

46,127

2,556

—

48,683

Loss (gain) on sale of assets

1,261

—

1,261

Total operating expenses

238,947

16,513

—

782

—

256,242

Income from operations

106,812

13,109

—

(782

)

—

119,139

Other income (expenses):

Interest expense

(48,741

)

(1,918

)

—

1,918

(8,412

)

(57,153

)

Lost on extinguishment of debt

(36,512

)

—

(36,512

)

Other income (expense), net

(939

)

(137

)

—

(1,076

)

Total other expenses

(86,192

)

(2,055

)

—

1,918

(8,412

)

(94,741

)

Income (loss) before income taxes

20,620

11,054

—

1,136

(8,412

)

24,398

Income tax (benefit) expense

2,760

—

2,560

(1,767

)

3,553

Net income (loss)

17,860

11,054

—

(1,424

)

(6,645

)

20,845

Less: Net income attributable to noncontrolling interests

—

Net income (loss) attributable to common shareholders

17,805

11,054

—

(1,424

)

(6,645

)

20,790

Pro forma earnings per share:

Basic

0.20

0.23

Diluted

0.20

0.23

Weighted average shares outstanding:

Basic

85,942

2,401

88,343

Diluted

87,501

2,401

89,902

Please refer to the notes to the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2025

(in thousands, except per share data)

Kodiak Gas

Services,

Inc.

Distributed

Power

Solutions,

LLC, As

Adjusted

Reclassification

Adjustments

Transaction

Accounting

Adjustments

Financing

Adjustments

Kodiak Gas

Services,

Inc. Pro

Forma

Revenues:

Total revenues

1,308,100

93,018

—

1,401,118

Operating expenses:

Cost of operations (exclusive of depreciation and amortization)

479,925

53,740

(17,378

)

—

516,287

Depreciation and amortization

276,185

490

17,378

4,266

—

298,319

Long-lived asset impairment

6,344

—

6,344

Selling, general and administrative

144,070

13,391

—

2,312

—

159,773

Loss (gain) on sale of assets

61,566

—

61,566

Total operating expenses

968,090

67,621

—

6,578

—

1,042,289

Income from operations

340,010

25,397

—

(6,578

)

—

358,829

Other income (expenses):

Interest expense

(198,370

)

(9,520

)

—

9,520

(33,646

)

(232,016

)

Other income (expense), net

(28,168

)

(442

)

—

(28,610

)

Total other expenses

(226,538

)

(9,962

)

—

9,520

(33,646

)

(260,626

)

Income (loss) before income taxes

113,472

15,435

—

2,942

(33,646

)

98,203

Income tax (benefit) expense

31,884

—

3,859

(7,066

)

28,677

Net income (loss)

81,588

15,435

—

(917

)

(26,580

)

69,526

Less: Net income attributable to noncontrolling interests

1,067

—

1,067

Net income (loss) attributable to common shareholders

80,521

15,435

—

(917

)

(26,580

)

68,459

Pro forma earnings per share:

Basic

0.90

0.74

Diluted

0.89

0.73

Weighted average shares outstanding:

Basic

87,199

89,600

Diluted

88,523

90,924

Please refer to the notes to the unaudited pro forma condensed combined financial information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X to reflect the Acquisition and the Financing. The unaudited pro forma condensed combined financial information presents the pro forma financial condition and results of operations of Kodiak based upon the

historical financial information of Kodiak and DPS after giving effect to the Acquisition and the Financing and related adjustments set forth in the notes to the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not reflect any management adjustments for expected effects of the

Acquisition and the other transactions contemplated by the Purchase Agreement, including any costs savings from potential operating efficiencies, or associated costs incurred to achieve such savings, and for synergies that are expected to result

from the Acquisition; nor does it include any costs associated with integration activities resulting from the Acquisition to the extent they arise. However, such costs could affect Kodiak following the closing of the Acquisition in the period the

costs are incurred.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026, gives effect to the Acquisition

and the Financing as if they had occurred on March 31, 2026.

The unaudited pro forma condensed combined statements of

operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, gives effect to the Acquisition and the Financing as if they had occurred on January 1, 2025.

The Acquisition

On April 1,

2026, Kodiak completed the transactions contemplated by the Purchase Agreement, whereby the Buyer purchased all of the issued and outstanding membership interests in DPS from the Sellers for consideration consisting of (i) aggregate cash

consideration of $587.3 million (including adjustments for certain additional power generation assets purchased since the transaction announcement, indebtedness and working capital) paid on the Closing Date and (ii) 2,401,278 shares of the

Company’s common stock, par value $0.01 per share (“Common Stock”), issued on the Closing Date (such shares of Common Stock, the “Stock Consideration”).

Financing of the Acquisition

Kodiak funded the cash consideration for the Acquisition from borrowings under the Company’s ABL Facility. The Company elected a loan

type whereby interest accrues based on variable rates of the Secured Overnight Financing Rate plus an applicable rate ranging from 1.75% to 2.50% or prime rate plus an applicable rate ranging from 0.75% to 1.50% depending on the leverage ratio as of

the most recently ended quarter. In connection with borrowings for the Acquisition, the Company elected borrowings that, as of the Closing Date, had an applicable interest rate of 5.66%.

Adjustments to DPS’s historical financial statements

Certain reclassification adjustments were made to DPS’s historical balance sheet and statements of income in order to conform with

Kodiak’s financial statement presentation. A reconciliation of amounts derived and presented in “DPS As Adjusted” within the unaudited pro forma condensed combined balance sheet as of March 31, 2026 and statements of

operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 are as follows.

As of March 31, 2026

DPS Historical

DPS Reclassification

Adjustments

DPS As Adjusted

(in thousands)

Assets

Cash and cash equivalents

11,355

—

11,355

Accounts receivable, net

14,086

—

14,086

Unbilled revenue

4,014

(4,014

)

—

Inventories, net

—

2,346

Parts inventories, net

2,346

(2,346

)

—

Fair value of derivative instruments

—

Contract assets

—

4,014

Prepaid expenses and other current assets

1,218

—

1,218

Total current assets

33,019

—

33,019

Property, plant and equipment, net

256,292

—

256,292

Operating lease

right-of-use assets, net

—

Finance lease

right-of-use assets, net

—

Goodwill

—

Identifiable intangible assets, net

—

Fair value of derivative instruments

—

Deferred tax assets

—

Other long-term assets

1,106

(1,106

)

—

Other assets

—

1,106

Total assets

290,417

—

290,417

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

7,975

—

7,975

Accrued expenses and other current liabilities

3,746

(3,746

)

—

Accrued liabilities

—

4,550

Deferred revenue

15,786

(15,786

)

—

Contract liabilities

—

15,786

Related party payable

804

(804

)

—

Current maturities of sale-leaseback financing liability

1,785

—

1,785

Total current liabilities

30,096

—

30,096

Long-term debt, net of unamortized debt issuance cost

—

121,150

Long-term debt, net

121,150

(121,150

)

—

Operating lease liabilities

—

Finance lease liabilities

—

Deferred tax liabilities

—

Sales-leaseback financing liability, net

2,930

—

2,930

Other long-term liabilities

2,270

(2,270

)

—

Other liabilities

—

2,270

Total liabilities

156,446

—

156,446

Commitments and contingencies

Stockholders’ equity:

Preferred stock

—

Common stock

—

Members’ equity

133,971

—

133,971

Additional paid-in capital

—

Treasury stock

—

Noncontrolling interest

—

Accumulated other comprehensive income

—

Retained earnings

—

Total stockholders’ equity

133,971

—

133,971

Total liabilities and stockholders’ equity

290,417

—

290,417

Three Months Ended March 31, 2026

DPS Historical

DPS Reclassification

Adjustments

DPS As Adjusted

(in thousands)

Revenues:

Total revenues

29,622

—

29,622

Operating expenses:

Total cost of revenues

13,847

(13,847

)

—

Costs of operations (exclusive of depreciation and amortization)

—

13,847

Depreciation and amortization

110

—

110

Long-lived asset impairment

—

General and administrative expenses

3,368

(3,368

)

—

Wages and related costs

(812

)

812

—

Selling, general and administrative

—

2,556

Loss (gain) on sale of assets

—

Total operating expenses

16,513

—

16,513

Income from operations

13,109

—

13,109

Other income (expenses):

Interest expense

—

(1,918

)

(1,918

)

Interest expense, net

(1,918

)

1,918

—

Other, net

(137

)

137

—

Other income (expense), net

—

(137

)

(137

)

Total other expenses

(2,055

)

—

(2,055

)

Income (loss) before income taxes

11,054

—

11,054

Income tax (benefit) expense

—

Net income (loss)

11,054

Year Ended December 31, 2025

DPS Historical

DPS Reclassification

Adjustments

DPS As Adjusted

(in thousands)

Revenues:

Total revenues

93,018

—

93,018

Operating expenses:

Total cost of revenues

53,740

(53,740

)

—

Costs of operations (exclusive of depreciation and amortization)

—

53,740

Depreciation and amortization

490

—

490

Long-lived asset impairment

—

General and administrative expenses

10,456

(10,456

)

—

Wages and related costs

2,935

(2,935

)

—

Selling, general and administrative

—

13,391

Loss (gain) on sale of assets

—

Total operating expenses

67,621

—

67,621

Income from operations

25,397

—

25,397

Other income (expenses):

Interest expense

—

(9,520

)

(9,520

)

Interest expense, net

(9,520

)

9,520

—

Other, net

(442

)

442

—

Other income (expense), net

—

(442

)

(442

)

Total other expenses

(9,962

)

—

(9,962

)

Income (loss) before income taxes

15,435

—

15,435

Income tax (benefit) expense

—

Net income (loss)

15,435

—

15,435

Notes to Unaudited Pro Forma Condensed Combined Balance Sheet

The following adjustments were made related to the unaudited pro forma condensed combined balance sheet as of March 31, 2026. Actual

results may differ materially from the assumptions and estimates contained herein.

The pro forma adjustments are based on currently

available information and certain estimates and assumptions that the Company believes provide a reasonable basis for presenting the significant effects of (i) the Acquisition and (ii) the Financing. General descriptions of the pro forma

adjustments are provided below:

A. Reflects the purchase price allocation adjustments to record DPS’s assets and liabilities at

estimated fair value based on the consideration conveyed, as detailed below.

The following table summarizes the components of the Acquisition consideration reflected in

the unaudited pro forma condensed combined financial statements:

(in thousands, except per share amounts)

Cash (1)

575,000

Purchase consideration adjustments

(2)

12,320

Equity consideration:

Total Kodiak shares issued as consideration

2,401

Kodiak share price on April 1, 2026

57.90

Total equity consideration (3)

139,034

Total consideration

726,354

(1)

Total cash consideration included $121.8 million used to repay outstanding indebtedness of DPS at closing.

(2)

Purchase consideration adjustments reflect changes in net working capital from the baseline to ensure adequate

operating liquidity at closing, as trued-up post-closing, and transaction-related closing costs.

(3)

Reflects the issuance of 2.4 million shares of Kodiak Common Stock to the Sellers to partially finance the

Acquisition at $57.90 per share (the closing price of Kodiak’s stock price on April 1, 2026), for total Stock Consideration of $139.0 million.

The preliminary estimated purchase price is allocated as follows:

Net Assets Identified (in thousands)

Intangibles (4)

50,000

Property, plant, and equipment (1)

353,100

Goodwill

323,200

Current assets (3)

34,244

Non-current assets

1,106

Deferred tax liabilities

Other current liabilities

(30,096

)

Other non-current liabilities

(5,200

)

Total Fair Value

726,354

Value Conveyed

Purchase Consideration (2)

726,354

Total Purchase Consideration

726,354

(1)

The property, plant, and equipment fair value was primarily related to turbine generators and reciprocating

engine generators, which accounted for 91% of the balance. The estimated weighted average remaining useful life of turbine generators and reciprocating engine generators was 22 years.

(2)

Purchase consideration was provided in the form of cash and equity, as reflected in the table above.

(3)

Includes a $1.2 million fair value adjustment to inventory recognized as part of the preliminary purchase price

allocation.

(4)

Intangible assets were comprised of the following:

Asset type

Fair value

(in thousands)

Useful Life

Valuation methodology

Customer Relationships

50,000

10 years

Multi-period Excess Earnings

The purchase price was allocated among the identified assets to be acquired. Goodwill was recognized as a

result of the acquisition, which represents the excess fair value of consideration over the fair value of the underlying net assets, largely arising from the extensive industry expertise that has been established by DPS. This was considered

appropriate based on the determination that the Acquisition would be accounted for as a business combination under ASC 805. The estimates of, and assumptions related to, fair value of assets acquired and liabilities assumed as of the Closing Date

are based upon preliminary valuation assumptions believed by management to be reasonable, but which are inherently uncertain and unpredictable. Such assumptions are based on currently available information and market data. Because the unaudited pro

forma combined consolidated financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the

pro forma amounts included herein.

B. Reflects the payment of transaction costs of $2.3 million, including certain legal, accounting,

investment banking, due diligence, and other related costs, incurred after the financial statement periods presented.

C. Reflects the drawdown of $593.4 million of debt under the ABL Facility upon the

closing of the Acquisition and related transactions. The ABL Facility was used upon closing of the Acquisition and related transactions to pay down DPS’s outstanding long-term debt, as presented at adjustment (A).

Notes to Unaudited Pro Forma Condensed Combined Statements of Operations

The following adjustments were made related to the unaudited pro forma condensed combined statements of operations for the three months ended

March 31, 2026 and for the year ended December 31, 2025.

AA. Reflects the adjustment to record (i) interest expense related

to the amounts funded under the ABL Facility as part of the Acquisition and (ii) the elimination of historical interest expense associated with the elimination of DPS’s outstanding debt, presented at adjustment (A). A change of

1/8 percent in the assumed interest rate would change pro forma interest expense, and consequently pro forma income before income taxes, by approximately $0.2 million and $0.7 million, respectively, for the three months ended March 31, 2026 and

the year ended December 31, 2025. The effect on pro forma net income and pro forma basic and diluted earnings per share for these periods would not be significant.

BB. Reflects the adjustment in depreciation and amortization expense related to assets that will be stepped up in basis as a result of the

Acquisition. The intangibles are comprised of customer relationships, which were adjusted to fair value based on the purchase price allocation reflected at adjustment (A). The depreciation and amortization expense was calculated on a straight-line

basis using the estimated remaining useful lives of the assets, which varied among the different assets.

CC. Reflects the tax impact of

transitioning DPS, which was previously a pass-through entity for tax purposes, into taxable entities, calculated using the statutory income tax rate of 21%.

DD. Reflects transaction costs associated with the Acquisition, as presented at adjustment (B). In accordance with Article 11 pro forma

guidance, no adjustment is made for transaction expenses that are already reflected in the historical financial statements. However, for transaction costs incurred after the financial statement periods presented, such costs are pushed back to the

beginning of the fiscal year presented in the pro forma statements. This charge is not expected to recur in the twelve months following closing. The Kodiak condensed consolidated statement of operations for the three months ended March 31, 2026

includes $8.3 million of transaction costs incurred associated with the Acquisition.

EE. The historical financial statements of DPS

have been reclassified to conform to the presentation of Kodiak. To conform, depreciation expense of DPS has been reclassified from ‘Cost of operations’ to ‘Depreciation and amortization’ in the unaudited pro forma condensed

combined statements of operations. This reclassification adjustment does not impact total revenues, income from operations or net income for the period presented.

Unaudited Pro Forma Net Income Per Share

Unaudited basic pro forma net income per share is computed by dividing pro forma net income attributable to common shares by the pro forma

weighted average number of common shares outstanding during the period. Unaudited diluted pro forma net income per share is computed by dividing pro forma net income attributable to common shares by the weighted average number of common shares

outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on net income per share.

Pro forma net income per share – basic and diluted

For the Three Months Ended March 31, 2026

(in thousands, except per share amounts)

Numerator

Pro forma net income (loss) attributable to common shareholders

20,790

Less: Dividends paid and earnings allocated to

non-forfeitable RSUs

(513

)

Pro forma net income – basic and diluted

20,277

Denominator:

Pro forma weighted average shares outstanding—basic (1)

88,343

Pro forma weighted average shares outstanding—diluted (1)

89,902

Pro forma earnings per share attributable to common shareholders:

Basic

0.23

Diluted

0.23

For the Year Ended December 31, 2025

(in thousands, except per share amounts)

Numerator

Pro forma net income (loss) attributable to common shareholders

68,459

Less: Dividends paid and earnings allocated to

non-forfeitable RSUs

(2,016

)

Pro forma net income – basic and diluted

66,443

Denominator:

Pro forma weighted average shares outstanding—basic (1)

89,600

Pro forma weighted average shares outstanding—diluted (1)

90,924

Pro forma earnings per share attributable to common shareholders:

Basic

0.74

Diluted

0.73

(1)

The pro forma weighted average number of shares outstanding during the period uses the historical weighted

average shares outstanding as of March 31, 2026 and December 31, 2025, respectively, as adjusted for the shares issued on the Closing Date.

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Apr. 01, 2026

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Document Type

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Document Period End Date

Apr. 01, 2026

Entity Registrant Name

Kodiak Gas Services, Inc.

Entity Incorporation State Country Code

Entity File Number

001-41732

Entity Tax Identification Number

83-3013440

Entity Address, Address Line One

9950 Woodloch Forest Drive

Entity Address, Address Line Two

Suite 1900

Entity Address, City or Town

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Amendment Description

This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2026 (the “Original Report”). As previously disclosed in the Original Report, on April 1, 2026, the Company completed the acquisition of all of the issued and outstanding membership interests of Distributed Power Solutions, LLC, a Texas limited liability company (“DPS”), pursuant to that certain Membership Interest Purchase Agreement, dated as of February 5, 2026, by and among the Company, Kodiak Gas Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, DPS, Mustang PRS, LLC, a Texas limited liability company, and Louisiana Machinery Company, L.L.C., a Louisiana limited liability company (the “Acquisition”). The Company is filing this Amendment solely to supplement Item 9.01 of the Original Report to file (i) the audited financial statements of DPS for the year ended December 31, 2025, (ii) the unaudited condensed financial statements of DPS as of and for the three months ended March 31, 2026 and (iii) the unaudited pro forma combined financial information of the Company as of and for three months ended March 31, 2026 and for the year ended December 31, 2025, which gives effect to the Acquisition as if it had been consummated on January 1, 2025. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original Report.

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