Kodiak Gas Services Inc美股招股说明书(2025-11-12版)

Kodiak Gas Services, Inc. Common Stock The selling stockholder identified in this prospectus supplement (the “selling stockholder”) is offering 10,000,000shares of common stock, par value $0.01 per share (“common stock”), of Kodiak Gas Services, Inc. (“we,” “us” and“our”). We will not receive any proceeds from the sale of shares by the selling stockholder. Subject to the completion of this offering, we intend to purchase from the underwriter 1,000,000 shares of ourcommon stock that are the subject of this offering at the price per share to be received by Frontier TopCo Partnership,L.P. (“Kodiak Holdings”) in this offering. We refer to this proposed repurchase as the “Share Repurchase.” The closingof this offering is not conditioned upon the completion of the Share Repurchase. The common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “KGS”. The last saleprice of the common stock as reported by the NYSE on November 11, 2025 was $34.13 per share. Investing in the common stock involves risks, including those described in the “Risk Factors” section beginning onpageS-5of this prospectus supplement, on page 5 of the accompanying prospectus and in the documents incorporatedby reference in this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosures in theprospectus. Any representation to the contrary is a criminal offense. PerShareTotalPublic offering price(1)$$Underwriting discounts and commissions(2)$$Proceeds, before expenses, to the selling stockholder(3)$$ (1)Total public offering price does not include theshares of common stock sold by the selling stockholderand purchased by us from the underwriter for which no underwriting discount was paid. (2)See “Underwriting” for a description of the compensation payable to the underwriter. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement andthe accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdictionwhere such offer or sale is not permitted.(3)Includes theshares of common stock sold by the selling stockholder and purchased by us from theunderwriter for which no underwriting discount was paid. The underwriter expects to deliver the shares against payment therefor on or about, 2025. Goldman Sachs& Co. LLC Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYSELLING STOCKHOLDERU.S. FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S.HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCEOUR COMPANYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERS PLAN OF DISTRIBUTION Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering andalso adds to and updates information contained in the accompanying prospectus. The second part is the accompanying prospectus,which, among other things, gives more general information, some of which may not apply to this offering. Generally, when we use the term“prospectus,” we are referring to both parts combined. You should read this entire prospectus supplement as well as the accompanyingprospectus and the documents incorporated by reference that are described under the “Information Incorporated by Reference” section inthis prospectus supplement. To the extent that any statement in this prospectus supplement is inconsistent with statements made in theaccompanying prospectus, you should rely on the information contained in this prospectus supplement, which will be deemed to modify orsupersede those made in the accompanying prospectus. In making an investment decision, prospective investors must rely on their own examination of us and the terms of this offering,including the merits and risks involved. Neither we, the selling stockholder, the underwriter nor any of our or their representatives aremaking any representation to you regarding the legality of an investment in our common stock by you under applicable laws. You shouldconsult with your own advisors as to legal, tax, business, financial and related aspects of an investment in our common stock. Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into thisprospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statem