Kodiak Gas Services, Inc. (NYSE: KGS) priced a secondary offering of 9,762,573 shares of its common stock on December 1 2025. The shares were priced at $34.60 each and are expected to close on December 2 2025. The transaction is underwritten by Goldman Sachs & Co. LLC and is filed as a free‑writing prospectus under an automatic shelf registration statement (Form S‑3, file number 333‑280737) that became effective on July 10 2024.
The offering does not raise capital for Kodiak; the company will not sell any shares and will not receive any proceeds. It provides liquidity for Frontier TopCo Partnership, L.P., an affiliate of EQT Infrastructure III and IV, and marks the largest equity transaction involving a selling stockholder to date. The sale effectively ends EQT Infrastructure’s significant stake in Kodiak, completing a typical private‑equity investment cycle and signaling that the investor has realized its investment thesis.
Kodiak’s financial profile remains robust. In the most recent quarter the company reported revenue of $1.28 billion, an operating margin of 30.87 % and an EBITDA margin of 45.43 %. Debt‑to‑equity stands at 2.14 and the current ratio is 0.98. Management recently raised its full‑year 2025 adjusted EBITDA guidance to $700–$725 million and discretionary cash‑flow guidance to $450–$470 million, while continuing to focus on the U.S. market after divesting international operations.
The secondary sale does not alter Kodiak’s capital structure or cash position, but it provides shareholders with additional liquidity and confirms the company’s ability to attract large block sales at a price close to market levels. The transaction underscores confidence in Kodiak’s long‑term prospects and allows the company to concentrate on its core U.S. operations without the influence of a major private‑equity investor.
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