Kodiak Gas Services Inc美股招股说明书(2026-05-13版)

Common Stock We are offering $750,000,000 of shares of our common stock, par value $0.01 per share (“common stock”). See“Description of Capital Stock” beginning on page12 of the accompanying prospectus for a more complete description ofthe shares offered hereby. Our common stock is listed on the New York Stock Exchange (“NYSE”) and the NYSE Texas, Inc. (“NYSE Texas”)under the symbol “KGS.” On May12, 2026, the last reported sale price of our common stock on each of the NYSE andthe NYSE Texas was $75.14 per share. Investing in our common stock involves risks, including those described in the “Risk Factors”section beginning on page S-6 of this prospectus supplement, on page5 of the accompanyingprospectus and in the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of the disclosures in the prospectus. Anyrepresentation to the contrary is a criminal offense. PerShareTotalPublic offering price$$Underwriting discount(1)$$Proceeds, before expenses, to Kodiak Gas Services, Inc.$$ (1)We refer you to “Underwriting (Conflicts of Interest)” in this prospectus supplement for additional information regardingunderwriting compensation. We have granted the underwriters an option to purchase up to an additional $112,500,000 of shares of our common stockfrom us at the price set forth above for a period of 30 days following the date of this prospectus supplement. The underwriters expect to deliver the common stock to purchasers on or about, 2026. Goldman Sachs& Co. LLC J.P. Morgan Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION Prospectus dated May13, 2026 DESCRIPTION OF CAPITAL STOCK DESCRIPTION OF WARRANTS DESCRIPTION OF UNITS 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 and also adds to andupdates information contained in the accompanying prospectus. The second part is the accompanying prospectus, which, among other things, gives moregeneral information, some of which may not apply to this offering. Generally, when we use the term “prospectus,” we are referring to both partscombined. You should read this entire prospectus supplement as well as the accompanying prospectus and the documents incorporated by reference thatare described under the “Where You Can Find More Information” section in this prospectus supplement. To the extent that any statement in thisprospectus supplement is inconsistent with statements made in the accompanying prospectus, you should rely on the information contained in thisprospectus supplement, which will be deemed to modify or supersede 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 themerits and risks involved. Neither we, the underwriters nor any of our or their respective representatives are making any representation to you regardingthe legality of an investment in our common stock by you under applicable laws. You should consult 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 this prospectus will bedeemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any othersubsequently filed document that is also incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modifiedor superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Please read “Where You Can Find MoreInformation” in this prospectus supplement. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and any free writing prospectus isaccurate only as of the date on its respective cover, regardless of the time of delivery of this prospectus supplement or any sale of our common stock,and that any information incorporated by reference herein or therein is accurate only as of the date of the document incorporated by reference, unless weindicate otherwise. You should not assume that the information contained in this prospectus supplement, the documents incorporated by reference in thisprospectus supplement or t