KGS Kodiak Gas Services Inc

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-276508

Dear Common Unitholders of CSI Compressco LP:

On December 19, 2023, CSI Compressco LP (the “Partnership”) and CSI Compressco GP LLC (the “General Partner”) entered into an Agreement and Plan of Merger (the “merger agreement”) with Kodiak Gas Services, Inc. (“Kodiak”) and certain of its subsidiaries. Pursuant to the merger agreement, and subject to the terms and conditions therein, certain subsidiaries of Kodiak and Kodiak Gas Services, LLC (“Kodiak Services”) will merge with and into the Partnership and the General Partner through a series of mergers, as described more fully in the accompanying consent statement/prospectus, such that both the Partnership and the General Partner will survive as wholly owned subsidiaries of Kodiak Services.

At the effective time of the first merger contemplated by the merger agreement, each common unit representing limited partner interests in the Partnership (the “Partnership Common Units”) issued and outstanding immediately prior to such effective time (other than the Partnership Common Units (i) held directly by Kodiak and certain of its subsidiaries or (ii) held by the Electing Unitholders (as defined below)) will be automatically converted into the right to receive 0.086 (the “Exchange Ratio”) shares of Kodiak common stock (“Kodiak Common Stock”), with cash paid in lieu of the issuance of fractional shares, if any. We refer to the consideration received pursuant to the first merger as the “Kodiak Common Stock Consideration.” Each U.S. holder of Partnership Common Units that both (i) is an accredited investor and (ii) has a negative tax basis capital account, as determined for U.S. federal income tax purposes, with respect to such Partnership Common Unitholder’s interest in the Partnership with an absolute value greater than $50,000 at the relevant time (any Partnership Common Unitholder with these attributes we refer to as an “Eligible Unitholder”), may elect to receive as consideration for their Partnership Common Units, in lieu of the Kodiak Common Stock Consideration, the Up-C Consideration (as described below) (each Eligible Unitholder making such an election, an “Electing Unitholder” and any Partnership Common Units held by such Electing Unitholders, “Electing Units”). The Kodiak Common Stock Consideration and the Up-C Consideration generally will be equivalent economically (except with respect to taxes) and in respect of voting power.

At the effective time of the second and third mergers contemplated by the merger agreement, (i) all of the membership interests in the General Partner (the “GP Membership Interests”) held by Spartan Energy Holdco LLC (together with certain of its affiliates, “Spartan”) will be automatically cancelled, retired and cease to exist for no consideration, (ii) each Electing Unit issued and outstanding immediately prior to the effective time of such mergers will be automatically cancelled, retired and shall cease to exist and will be automatically converted into the right to receive a number of units in Kodiak Services (“OpCo Units”) equal to the Exchange Ratio, with cash paid in lieu of the issuance of fractional units, if any, and an equal number of shares of Series A Preferred Stock of Kodiak (“Series A Preferred Stock”) (which we refer to as the “Up-C Consideration”) and (iii) the general partner interest in the Partnership held by the General Partner (the “Partnership GP Interest”) will represent the right for Spartan, as the former holder of the GP Membership Interests, to receive a number of OpCo Units equal to (A) the number of notional units representing the economic Partnership GP Interest multiplied by (B) the Exchange Ratio, with cash paid in lieu of the issuance of fractional units, if any, and an equal number of shares of Series A Preferred Stock (which we refer to as the “Partnership GP Interest Merger Consideration”).

Following the mergers and subject to certain limitations, each OpCo Unit held by an Electing Unitholder will be redeemable for either, at Kodiak Services’ election, (i) one share of Kodiak Common Stock (together with the cancellation of one share of Series A Preferred Stock), subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) an equivalent amount of cash, pursuant to the terms of the Sixth Amended and Restated Limited Liability Company Agreement of Kodiak Services (the “OpCo LLC Agreement”) that will be effective at the closing of the mergers and is attached as Exhibit A to the merger agreement. Subject to certain exceptions in the OpCo LLC Agreement, Electing Unitholders will not be able to sell, transfer or redeem OpCo Units and series A Preferred Stock prior to 180 days following the closing of the Mergers contemplated by the merger agreement.

Eligible Unitholders will have an opportunity to make the election to receive the Up-C Consideration instead of the Kodiak Common Stock Consideration and will be provided a form of election in order to make such election. All Partnership Common Unitholders other than the Eligible Unitholders will not receive an election form and will only be eligible to receive the Kodiak Common Stock Consideration pursuant to the mergers contemplated by the merger agreements. If any Eligible Unitholder fails to timely complete and return a form of election and such other documents as required by the Partnership by March 5, 2024, that Eligible Unitholder will only be eligible to receive the Kodiak Common Stock Consideration pursuant to the mergers contemplated by and subject to the terms of the merger agreement.

The implied value of the merger consideration to be received in exchange for each Partnership Common Unit and the Partnership GP Interest will fluctuate based on the market price of Kodiak Common Stock until the completion of the mergers because the merger consideration is payable in a fixed number of shares of Kodiak Common Stock or OpCo Units and shares of Series A Preferred Stock. As a result, the value of the merger consideration that the holders of Partnership Common Units and Spartan will be entitled to receive upon consummation of the mergers contemplated by the merger agreement could be greater than, less than or the same as the value of the merger consideration on the date of the accompanying consent statement/prospectus. Accordingly, we urge you to obtain current market quotations for shares of Kodiak Common Stock and Partnership Common Units. Partnership Common Units are currently traded on The Nasdaq Stock Market LLC under the symbol “CCLP,” and shares of Kodiak Common Stock are currently traded on the New York Stock Exchange under the symbol “KGS.”

Spartan Energy Partners LP, Merced Capital L.P., Orvieto Fund LP and the named executive officers of the General Partner (together, the “Supporting Unitholders”), who collectively own approximately 54% of the outstanding Partnership Common Units in the aggregate, have each entered into support and lockup agreements (the “Support Agreements”) pursuant to which such Supporting Unitholders have agreed, subject to the terms and conditions of such Support Agreements, to execute and return written consents approving the merger agreement and each of the other matters for which the Partnership is soliciting consents in connection with the merger agreement within 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act of 1933, as amended. The delivery of the written consents by the Supporting Unitholders will be sufficient to approve the merger agreement and the other transactions contemplated by the merger agreement. The Partnership is sending this document to all of the holders of Partnership Common Units (“Partnership Common Unitholders”), including the Supporting Unitholders, to request that they approve the merger agreement and, on a non-binding, advisory basis, the compensation that will or may become payable to the General Partner’s named executive officers in connection with the transactions contemplated by the merger agreement (the “Transaction-Related Compensation Proposal”) by executing and returning the written consent furnished with this consent statement/prospectus. When the Supporting Unitholders execute and return their written consents approving the merger agreement and the Transaction-Related Compensation Proposal, no other consents from the other Partnership Common Unitholders will be required to approve the merger agreement and the Transaction-Related Compensation Proposal. However, your vote is important, and we encourage you to vote your Partnership Common Units.

The board of directors of the General Partner (the “General Partner Board”) has set February 20, 2024 as the record date (which we refer to as the “Partnership Record Date”) for determining the Partnership Common Unitholders entitled to execute and deliver written consents with respect to the accompanying consent statement/prospectus.

We urge you to read the enclosed consent statement/prospectus, which includes important information about the merger agreement and the transactions contemplated thereby. In particular, see the section titled “Risk Factors” beginning on page 29 of the accompanying consent statement/prospectus for more information.

The General Partner Board has, by unanimous vote, (i) determined that it is in the best interests of the Partnership (and the Partnership Common Unitholders) and the General Partner (and the holder of the GP Membership Interests) to enter into the merger agreement and to proceed with and consummate

the mergers and the other transactions contemplated thereby, (ii) determined that the merger agreement and the transactions contemplated thereby are, (A) with respect to the mergers affecting the Partnership, in the best interests of the Partnership and the Partnership Common Unitholders and fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership) and (B) with respect to the mergers affecting the General Partner, in the best interests of the General Partner and the holder of the GP Membership Interests, (iii) approved the merger agreement and the transactions contemplated thereby, including the mergers, and (iv) directed that (A) the merger agreement and the mergers affecting the Partnership be submitted to a vote of the Partnership Common Unitholders by written consent pursuant to Section 13.11 and Section 14.3(a) of the Third Amended and Restated Agreement of Limited Partnership of the Partnership, and recommended approval of the merger agreement and the transactions contemplated thereby by the holders of Partnership Common Units and (B) the merger agreement and the mergers affecting the General Partner be submitted to a vote of the holder of the GP Membership Interests by written consent pursuant to Section 12.3(a) of the Limited Liability Company Agreement of the General Partner, dated as of January 27, 2021, and recommended approval of the merger agreement and the transactions contemplated thereby by the holders of the GP Membership Interests.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying consent statement/prospectus or determined that the accompanying document is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying consent statement/prospectus is dated February 21, 2024 and is first being mailed to the Partnership Common Unitholders on or about February 21, 2024.

CSI COMPRESSCO LP

1735 Hughes Landing Boulevard, Suite 200

The Woodlands, Texas 77380

NOTICE OF SOLICITATION OF WRITTEN CONSENT

CSI Compressco LP (the “Partnership”) is requesting that you execute and return your written consent to:

At the Initial Effective Time, pursuant to the Initial LP Merger, each common unit representing limited partner interests in the Partnership (the “Partnership Common Units”) issued and outstanding immediately prior to the Initial Effective Time (other than the Partnership Common Units (i) held directly by Kodiak, GP Merger Sub or Unit Merger Sub or (ii) held by the Electing Unitholders (as defined below)) will be automatically converted into the right to receive 0.086 (the “Exchange Ratio”) shares of common stock of Kodiak (“Kodiak Common Stock”), with cash paid in lieu of the issuance of fractional shares, if any. We refer to the consideration received pursuant to the Initial LP Merger as the “Kodiak Common Stock Consideration.” Each U.S. Partnership Common Unitholder that both (i) is an accredited investor and (ii) has a negative tax basis capital account, as determined for U.S. federal income tax purposes, with respect to such Partnership Common Unitholder’s interest in the Partnership with an absolute value greater than $50,000 at the relevant time (an “Eligible Unitholder”) (any Partnership Common Unitholder with these attributes we refer to as an “Eligible Unitholder”), may elect to receive as consideration for their Partnership Common Units, in lieu of the Kodiak Common Stock Consideration, the Up-C Consideration (as described below) (each Eligible Unitholder making such an election, an “Electing Unitholder” and any Partnership Common Units held by such Electing Unitholders, “Electing Units”). The Kodiak Common Stock Consideration and the Up-C Consideration generally will be equivalent economically (except with respect to taxes) and in respect of voting power.

At the effective time of the Subsequent LP Merger and the GP Merger (the “Subsequent Effective Time”), (a) pursuant to the GP Merger, all of the membership interests in the General Partner (the “GP Membership Interests”) held by Spartan Energy Holdco LLC (together with certain of its affiliates, “Spartan”) will be automatically cancelled, retired and cease to exist for no consideration and (b) pursuant to the Subsequent LP Merger, (i) each Electing Unit issued and outstanding immediately prior to the Subsequent Effective Time will be automatically cancelled, retired and shall cease to exist and will be automatically converted into the right to receive a number of units in Kodiak Services (“OpCo Units”) equal to the Exchange Ratio, with cash paid in lieu of the issuance of fractional units, if any, and an equal number of shares of Series A

Preferred Stock of Kodiak (“Series A Preferred Stock”) (which we refer to as the “Up-C Consideration”) and (ii) the general partner interest in the Partnership held by the General Partner (the “Partnership GP Interest”) will represent the right for Spartan, as the former holder of the GP Membership Interests, to receive a number of OpCo Units equal to (A) the number of notional units representing the economic Partnership GP Interest in the Partnership multiplied by (B) the Exchange Ratio, with cash paid in lieu of the issuance of fractional units, if any, and an equal number of shares of Series A Preferred Stock (which we refer to as the “Partnership GP Interest Merger Consideration”).

Following the Mergers and subject to certain limitations, each Electing Unitholder will have the right to cause Kodiak Services to redeem each of its OpCo Units for either, at Kodiak Services’ election, (i) one share of Kodiak Common Stock (together with the cancellation of one share of Series A Preferred Stock), subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) an equivalent amount of cash, pursuant to the terms of the Sixth Amended and Restated Limited Liability Company Agreement of Kodiak Services (the “OpCo LLC Agreement”) that will be effective at the closing of the Mergers and is attached as Exhibit A to the merger agreement. Alternatively, upon the exercise of the redemption right, Kodiak (instead of Kodiak Services) will have the right to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming Electing Unitholder. In addition, Kodiak has the right to require the redemption of all or a portion of an Electing Unitholders’ OpCo Units in certain circumstances. Subject to certain exceptions in the OpCo LLC Agreement, Electing Unitholders will not be able to sell, transfer or redeem OpCo Units and Series A Preferred Stock prior to 180 days following the closing of the Mergers contemplated by the merger agreement.

This consent statement/prospectus describes the Mergers, the other transactions contemplated by the merger agreement and the actions to be taken in connection therewith and provides additional information about the parties involved. Please give this information your careful attention. A copy of the merger agreement is attached as Annex A to this consent statement/prospectus.

The Partnership cannot complete the transactions contemplated by the merger agreement unless the holders of a majority of the outstanding Partnership Common Units approve the merger agreement.

Spartan Energy Partners LP, Merced Capital L.P., Orvieto Fund LP and the named executive officers of the General Partner (together, the “Supporting Unitholders”), who collectively own approximately 54% of the outstanding Partnership Common Units in the aggregate, have each entered into support and lockup agreements (the “Support Agreements”) pursuant to which such Supporting Unitholders have agreed, subject to the terms and conditions of such Support Agreements, to execute and return written consents approving the merger agreement and each of the other matters for which the Partnership is soliciting consents in connection with the merger agreement within 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act of 1933, as amended. The delivery of the written consents by the Supporting Unitholders will be sufficient to approve the merger agreement and, on a non-binding, advisory basis, the Transaction-Related Compensation Proposal. When the Supporting Unitholders execute and return their written consents approving the merger agreement and the Transaction-Related Compensation Proposal, no other consents from the other Partnership Common Unitholders will be required to approve the merger agreement and the Transaction-Related Compensation Proposal. However, your vote is important, and we encourage you to vote your Partnership Common Units.

The board of directors of the General Partner (the “General Partner Board”) has set February 20, 2024 as the record date (the “Partnership Record Date”) for the determination of Partnership Common Unitholders entitled to execute and deliver written consents with respect to this accompanying consent statement/prospectus.

The General Partner Board has, by unanimous vote, (i) determined that it is in the best interests of the Partnership (and the Partnership Common Unitholders) and the General Partner (and the holder of the GP Membership Interests) to enter into the merger agreement and to proceed with and consummate the Mergers and the other transactions contemplated thereby, (ii) determined that the merger agreement and the transactions contemplated thereby are, (A) with respect to the LP Mergers, in the best interests of the Partnership and the Partnership Common Unitholders and fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership) and (B) with respect to the GP Merger and the Subsequent LP Merger, in the best interests of the General Partner and the holder of the GP Membership Interests, (iii) approved the merger agreement and the transactions contemplated thereby, including the Mergers, and (iv) directed that (A) the merger agreement, including the LP Mergers, be submitted to a vote of the Partnership Common Unitholders by written consent pursuant to Section 13.11 and Section 14.3(a) of the Third Amended and Restated Agreement of Limited Partnership of the Partnership, and recommended approval of the merger agreement and the transactions contemplated thereby, including the LP Mergers, by the Partnership Common Unitholders and (B) the merger agreement and the GP Merger and the Subsequent LP Merger be submitted to a vote of the holder of the GP Membership Interests by written consent pursuant to Section 12.3(a) of the Limited Liability Company Agreement of the General Partner, dated as of January 27, 2021, and recommended approval of the merger agreement and the transactions contemplated thereby, including the GP Merger and the Subsequent LP Merger, by the holder of the GP Membership Interests.

Please complete, date and sign the written consent furnished with this consent statement/prospectus and return it promptly to the Partnership by one of the means described in the section titled “Partnership Solicitation of Written Consents” beginning on page 147 of this consent statement/prospectus.

On behalf of the General Partner Board,

/s/ Derek Anchondo

Derek Anchondo

General Counsel

CSI Compressco GP LLC

February 21, 2024

ADDITIONAL INFORMATION

This consent statement/prospectus incorporates by reference important business and financial information about the Partnership from documents that are not included in or delivered with this consent statement/prospectus. You can obtain documents incorporated by reference in this consent statement/prospectus, other than certain exhibits to those documents, free of charge through the U.S. Securities and Exchange Commission (the “SEC”) website (http://www.sec.gov) or by requesting them in writing or by telephone from the Partnership at the following address:

CSI Compressco LP

1735 Hughes Landing Boulevard, Suite 200

The Woodlands, Texas 77380

Attention: Jonathan Byers

Phone: (281) 364-2279

You will not be charged for any of these documents that you request. If you would like to request documents, you must do so by March 12, 2024.

Kodiak is not currently eligible under the SEC’s rules to incorporate by reference documents into this consent statement/prospectus. Accordingly, much of the information that the Partnership has incorporated by reference, such as the description of its business, management’s discussion and analysis of financial condition and results of operations, and its consolidated financial statements, is, with respect to Kodiak, fully set forth in this consent statement/prospectus, principally in the section titled “Information About Kodiak” beginning on page 77 and the Kodiak consolidated financial statements beginning on page F-1.

You should rely only on the information contained in or incorporated by reference into this consent statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this consent statement/prospectus. This consent statement/prospectus is dated February 21, 2024, and you should assume that the information in this consent statement/prospectus is accurate only as of such date. Neither the mailing of this consent statement/prospectus to the Partnership Common Unitholders nor the issuance by Kodiak of securities of Kodiak or its subsidiaries in connection with the Mergers will create any implication to the contrary.

This consent statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this consent statement/prospectus regarding the Partnership has been provided by the Partnership and information contained in this consent statement/prospectus regarding Kodiak has been provided by Kodiak.

See the section titled “Where You Can Find More Information” included elsewhere in this consent statement/prospectus.

CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGERS

Set forth below are questions that you, as a Partnership Common Unitholder, may have regarding the Mergers and brief answers to those questions. For more complete descriptions of the legal and other terms of the Mergers, please read this entire document, including the merger agreement, which is attached as Annex A to this consent statement/prospectus, and the documents incorporated by reference into this document. You may obtain the information incorporated by reference in this consent statement/prospectus without charge by following the instructions under the section titled “Where You Can Find More Information” beginning on page 283 of this consent statement/prospectus.

At the Initial Effective Time, pursuant to the Initial LP Merger, each common unit representing limited partner interests in the Partnership (the “Partnership Common Units”) issued and outstanding immediately prior to the Initial Effective Time (other than the Partnership Common Units (i) held directly by Kodiak, GP Merger Sub or Unit Merger Sub or (ii) held by the Electing Unitholders (as defined below)) will be automatically converted into the right to receive 0.086 (the “Exchange Ratio”) shares of common stock of Kodiak (“Kodiak Common Stock”), with cash paid in lieu of the issuance of fractional shares, if any. We refer to the consideration received pursuant to the Initial LP Merger as the “Kodiak Common Stock Consideration.” We refer to the consideration received pursuant to the Initial LP Merger as the “Kodiak Common Stock Consideration.” Each U.S. Partnership Common Unitholder that both (i) is an accredited investor and (ii) has a negative tax basis capital account, as determined for U.S. federal income tax purposes, with respect to such Partnership Common Unitholder’s interest in the Partnership with an absolute value greater than $50,000 at the relevant time (an “Eligible Unitholder”) (any Partnership Common Unitholder with these attributes we refer to as an “Eligible Unitholder”), may elect to receive as consideration for their Partnership Common Units, in lieu of the Kodiak Common Stock Consideration, the Up-C Consideration (as described below) (each Eligible Unitholder making such an election, an “Electing Unitholder” and any Partnership Common Units held by such Electing Unitholders, “Electing Units”). The Kodiak Common Stock Consideration and the Up-C Consideration generally will be equivalent economically (except with respect to taxes) and in respect of voting power.

1

At the effective time of the Subsequent LP Merger and the GP Merger (the “Subsequent Effective Time”), (i) pursuant to the GP Merger, all of the membership interests in the General Partner (the “GP Membership Interests”) held by Spartan Energy Holdco LLC (together with certain of its affiliates, “Spartan”) will be automatically cancelled, retired and cease to exist for no consideration and (ii) pursuant to the Subsequent LP Merger, (A) each Electing Unit issued and outstanding immediately prior to the Subsequent Effective Time will be automatically cancelled, retired and shall cease to exist and will be automatically converted into the right to receive a number of units in Kodiak Services (“OpCo Units”) equal to the Exchange Ratio, with cash paid in lieu of the issuance of fractional units, if any, and an equal number of shares of Series A Preferred Stock of Kodiak (“Series A Preferred Stock”) (which we refer to as the “Up-C Consideration”) and (B) the general partner interest in the Partnership held by the General Partner (the “Partnership GP Interest”) will represent the right for Spartan, as the former holder of the GP Membership Interests, to receive a number of OpCo Units equal to (1) the number of notional units representing the economic Partnership GP Interest in the Partnership multiplied by (2) the Exchange Ratio, with cash paid in lieu of the issuance of fractional units, if any, and an equal number of shares of Series A Preferred Stock (which we refer to as the “Partnership GP Interest Merger Consideration”).

Following the Mergers and subject to certain limitations, each Electing Unitholder will have the right, which we refer to as the “redemption right,” to cause Kodiak Services to redeem each of its OpCo Units for either, at Kodiak Services’ election, (i) one share of Kodiak Common Stock (together with the cancellation of one share of Series A Preferred Stock), subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) an equivalent amount of cash, pursuant to the terms of the Sixth Amended and Restated Limited Liability Company Agreement of Kodiak Services (the “OpCo LLC Agreement”) that will be effective at the closing of the Mergers and is attached as Exhibit A to the merger agreement. Alternatively, upon the exercise of the redemption right, Kodiak (instead of Kodiak Services) will have the right (the “call right”) to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming Electing Unitholder. In addition, Kodiak has the right to require the redemption of all or a portion of an Electing Unitholders’ OpCo Units in certain circumstances. Subject to certain exceptions in the OpCo LLC Agreement, Electing Unitholders will not be able to sell, transfer or redeem OpCo Units and Series A Preferred Stock prior to 180 days following the closing of the Mergers contemplated by the merger agreement.

Spartan Energy Partners LP, Merced Capital L.P., Orvieto Fund LP and the named executive officers of the General Partner (together, the “Supporting Unitholders”), who collectively own approximately 54% of the outstanding Partnership Common Units in the aggregate, have each entered into support and lockup agreements (the “Support Agreements”) pursuant to which such Supporting Unitholders have agreed, subject to the terms and conditions of such Support Agreements, to execute and return written consents approving the merger agreement and each of the other matters for which the Partnership is soliciting consents in connection with the merger agreement within 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act of 1933, as amended (the “Securities Act”). See the section titled “The Support Agreements” beginning on page 219 of this consent statement/prospectus for more information. The Partnership is sending this consent statement/prospectus to all of the Partnership Common Unitholders, including the Supporting Unitholders, to request that they approve the merger agreement and, on a non-binding, advisory basis, the compensation that will or may become payable to the General Partner’s named executive officers in connection with the transactions contemplated by the merger agreement (the “Transaction-Related Compensation Proposal”) by executing and returning the written consent furnished with this consent statement/prospectus. When the Supporting Unitholders execute and return their written consents approving the merger agreement and the Transaction-Related Compensation Proposal, no other consents from the other Partnership Common Unitholders will be required to approve the merger agreement and the Transaction-Related Compensation Proposal. The General Partner board of directors (the “General Partner Board”) has set February 20, 2024 as the record date (which we refer to as the “Partnership Record Date”) for determining the Partnership Common Unitholders entitled to execute and deliver written consents with respect to this consent statement/prospectus.

2

This consent statement/prospectus serves as both consent statement of the Partnership and a prospectus of Kodiak in connection with the merger agreement and the Mergers and other transactions contemplated thereby.

The Up-C structure is expected to provide certain tax benefits to the Electing Unitholders, primarily by providing the opportunity to defer recognition of their gain in the Mergers, which is generally expected to be more material for Eligible Unitholders as a result of such Eligible Unitholders’ share of the Partnership’s nonrecourse liabilities significantly exceeding such Eligible Unitholders’ adjusted tax basis in their Partnership Common Units (i.e., Eligible Unitholders have a significant negative tax basis capital account). See the sections titled “The Mergers—Background of the Mergers,” and “Material U.S. Federal Income Tax Considerations” beginning on pages 150 and 231, respectively, of this consent statement/prospectus for more information. As a result of the Up-C structure, Electing Unitholders will hold their economic ownership in the combined company through Kodiak Services, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of OpCo Units. All other Partnership Common Unitholders will hold their ownership in the combined company in the form of shares of Kodiak Common Stock. In addition, each holder of OpCo Units will own an equal number of shares of Series A Preferred Stock which entitle such holder to one vote for each share of Series A Preferred Stock on all matters submitted to a vote of the holders of Kodiak Common Stock. Except as otherwise provided in Kodiak’s charter or required by applicable law, the holders of the Series A Preferred Stock will vote together as a single class with the holders of Kodiak Common Stock on all matters submitted to a vote of Kodiak’s stockholders generally.

An OpCo Unit, together with a corresponding share of Series A Preferred Stock, generally will be equivalent economically (except with respect to taxes) and in respect of voting power to one share of Kodiak Common Stock. In addition, the OpCo LLC Agreement requires Kodiak Services to take all actions with respect to its interests, including OpCo Units, to maintain at all times a one-to-one ratio between the number of OpCo Units (or other interests in Kodiak Services owned by Kodiak) and the shares of Kodiak Common Stock (or other equity securities of Kodiak, other than the Series A Preferred Stock) that are outstanding.

3

Following the Mergers and subject to certain limitations, each Electing Unitholder will have the redemption right to cause Kodiak Services to redeem each of its OpCo Units for either, at Kodiak Services’ election, (i) for one share of Kodiak Common Stock (together with the cancellation of one share of Series A Preferred Stock), subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) an equivalent amount of cash, pursuant to the terms of the OpCo LLC Agreement that will be effective at the closing of the Mergers and is attached as Exhibit A to the merger agreement. Alternatively, upon the exercise of the redemption right, Kodiak (instead of Kodiak Services) will have the call right to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming Electing Unitholder. In addition, Kodiak has the right to require the redemption of all or a portion of an Electing Unitholders’ OpCo Units in certain circumstances. Subsequent redemptions of OpCo Units by Electing Unitholders pursuant to the redemption right (or call right) are expected to be treated for U.S. federal income tax purposes as a sale of such units to Kodiak in a taxable transaction in exchange for the shares of Kodiak Common Stock or cash received with respect to such redemptions. Subject to certain exceptions in the OpCo LLC Agreement, Electing Unitholders will not be able to sell, transfer or redeem OpCo Units and Series A Preferred Stock prior to 180 days following the closing of the Mergers contemplated by the merger agreement. See the section titled “Description of OpCo Units and Series A Preferred Stock” beginning on page 252 of this consent statement/prospectus for more information.

At the Subsequent Effective Time, (i) pursuant to the GP Merger, all of the GP Membership Interests held by Spartan will be automatically cancelled, retired and cease to exist for no consideration and (ii) pursuant to the Subsequent LP Merger, (A) each Electing Unit issued and outstanding immediately prior to the Subsequent Effective Time will be automatically cancelled, retired and shall cease to exist and will be automatically converted into the right to receive a number of OpCo Units equal to the Exchange Ratio, with cash paid in lieu of the issuance of fractional units, if any and an equal number of shares of Series A Preferred Stock and (B) the Partnership GP Interest will represent the right for Spartan, as the former holder of the GP Membership Interests, to receive a number of OpCo Units equal to (1) the number of notional units representing the economic Partnership GP Interest in the Partnership multiplied by (2) the Exchange Ratio, with cash paid in lieu of the issuance of fractional units, if any, and an equal number of shares of Series A Preferred Stock.

If, at any time during the period between the date of the merger agreement and the Initial Effective Time, any change in the outstanding Partnership Common Units or outstanding shares of Kodiak Common Stock occur, by reason of the occurrence or record date of any unit dividend, subdivision, reclassification, recapitalization, split, split-up, unit distribution, combination, exchange of units or other similar transaction, the Kodiak Common Stock Consideration, the Up-C Consideration and the Partnership GP Interest Merger Consideration (which we refer to collectively as the “merger consideration”), the Exchange Ratio and any other similarly dependent items will be equitably adjusted to provide to Kodiak, Stock Merger Sub, Unit Merger Sub, Spartan and the Partnership Common Unitholders the same economic effect as contemplated by the merger agreement prior to such action or change.

Based on the $19.13 closing price of shares of Kodiak Common Stock on Monday, December 18, 2023, the last full trading day before the public announcement of the Mergers, the per unit value of Partnership Common Units implied by the merger consideration is $1.65, or a total common equity valuation of the Partnership of approximately $234.7 million.

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Each of the Partnership Common Units held by the other Supporting Unitholders will be converted into the right to receive 0.086 shares of Kodiak Common Stock, with cash paid in lieu of the issuance of fractional shares, if any.

In addition, John E. Jackson, Jonathan Byers and Robert Price, as Supporting Unitholders and named executive officers of the General Partner, may be entitled to additional compensation in connection with the transactions contemplated by the merger agreement. See the section titled “The Mergers—Interests of the General Partner’s Directors and Executive Officers in the Mergers” beginning on page 177 of this consent statement/prospectus for more information.

Upon termination of the merger agreement under certain circumstances, the Partnership may be required to pay Kodiak a breakup fee equal to $15 million or Kodiak may be required to pay the Partnership a reverse breakup fee equal to $20 million.

Following payment of the breakup fee or reverse breakup fee, the Partnership and Kodiak, as applicable, will not have any further liability with respect to the merger agreement except for liability arising from such party’s fraud or willful breach of the merger agreement.

On February 2, 2024, Kodiak Services consummated the Minimum Debt Financing (as defined below) by issuing $750,000,000 aggregate principal amount of 7.250% senior notes due 2029 (the “Kodiak Notes”), pursuant to an indenture, dated February 2, 2024 (the “Indenture”), by and among Kodiak Services, Kodiak, certain other subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. In the event that the Mergers are not consummated on or prior to January 1, 2025, or at any time prior to January 1, 2025, the merger agreement is terminated without the consummation of the Mergers, Kodiak Services will redeem all of the Kodiak Notes at a price equal to 100% of issue price of the Kodiak Notes plus accrued and unpaid interest to, but excluding, the redemption date.

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See the section titled “The Mergers—Election Procedures and Exchange of Units—Election Procedures” beginning on page 187 of this consent statement/prospectus for more information.

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The Supporting Unitholders, who collectively own approximately 54% of the outstanding Partnership Common Units, have each entered into Support Agreements pursuant to which such Supporting Unitholders have agreed, subject to the terms and conditions of such Support Agreements, to execute and return written consents approving the merger agreement and each of the other matters for which the Partnership is soliciting consents in connection with the merger agreement within 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act. The delivery of the written consents by the Supporting Unitholders will be sufficient to approve the merger agreement and the other transactions contemplated by the merger agreement. The Partnership is sending this document to all Partnership Common Unitholders, including the Supporting Unitholders, to request that they approve the merger agreement and, on a non-binding, advisory basis, the Transaction-Related Compensation Proposal by executing and returning the written consent furnished with this consent statement/prospectus. When the Supporting Unitholders execute and return their written consents approving the merger agreement and the Transaction-Related Compensation Proposal, no other consents from the other Partnership Common Unitholders will be required to approve the merger agreement and the Transaction-Related Compensation Proposal. However, your consent is important, and we encourage you to return your consent.

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By Mail. Mediant Communications, Inc., P.O. Box 8016, Cary, NC 27512-9903, attention Tabulator.

By Email. tabulations@betanxt.com

The Partnership will not be holding a meeting to approve the merger agreement, and therefore you will be unable to vote in person.

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The exchange by U.S. holders of Partnership Common Units, in the case of Electing Unitholders, for OpCo Units and shares of Series A Preferred Stock (and cash in lieu of fractional OpCo Units, if any) pursuant to the Subsequent LP Merger is generally not expected to result in the recognition of gain or loss to such U.S. holders for U.S. federal income tax purposes, except with respect to any cash received (or deemed to be received) by such U.S. holders in connection with the Subsequent LP Merger (including as a result of any net decrease in such U.S. holders’ share of partnership liabilities pursuant to Section 752 of the Internal Revenue Code of 1986, as amended (the “Code”)). Subsequent redemptions of OpCo Units by Electing Unitholders pursuant to the redemption right (or call right) are expected to be treated for U.S. federal income tax purposes as a sale of such units to Kodiak in a taxable transaction in exchange for the shares of Kodiak Common Stock or cash received with respect to such redemptions.

Accordingly, the Up-C structure is expected to provide Eligible Unitholders with the opportunity to defer recognition of their gain, which is generally expected to be more material for such Eligible Unitholders as a result of such Eligible Unitholders’ share of the Partnership’s nonrecourse liabilities significantly exceeding such Eligible Unitholders’ adjusted tax basis in their Partnership Common Units (i.e., Eligible Unitholders have a significant negative tax basis capital account). See the section titled “The Mergers—Background of the Mergers” beginning on 150 of this consent statement/prospectus for more information.

Partnership Common Unitholders should carefully read the discussion under the sections titled “Material U.S. Federal Income Tax Considerations” and “Risk Factors—Tax Risks Related to the Mergers” beginning

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on pages 231 and 39, respectively, of this consent statement/prospectus for a discussion of the material U.S. federal income tax considerations with respect to the Mergers and the ownership and disposition of Kodiak Common Stock or OpCo Units, as applicable, following the Mergers. All Partnership Common Unitholders are strongly encouraged to consult with, and rely solely upon, their own tax advisors as to the specific tax consequences to them of the Mergers and any related transactions, and of the ownership and disposition of Kodiak Common Stock or OpCo Units, as applicable, in their particular circumstances, including the applicability and effect of any U.S. federal, state or local, non-U.S. or other tax laws (and any potential changes thereto).

On February 2, 2024, Kodiak Services consummated the Minimum Debt Financing in the form of a $750 million senior notes offering, the proceeds of which will ultimately be used to refinance the Partnership’s debt at the closing of the Mergers.

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After the Initial Effective Time, each such Kodiak RSU described above will continue to vest under the original vesting schedule associated with the Partnership Phantom Unit award, and will remain subject to all material terms and conditions of the original award (including rights to distribution equivalent rights) that applied to the corresponding Partnership Phantom Unit award prior to the Initial Effective Time. Any accumulated but not yet settled distribution equivalent rights associated with the Partnership Phantom Units as of the Initial Effective Time will also carry over and be paid by and in accordance with the terms and conditions applicable to such Partnership Phantom Units immediately prior to the Initial Effective Time.

See the section titled “The Mergers —Election Procedures and Exchange of Units—Exchange of Units” beginning on page 188 of this consent statement/prospectus for more information.

Under the merger agreement, Kodiak is obligated to make at least two attempts to obtain the Minimum Debt Financing. Each of Kodiak’s attempts will include marketing efforts and a roadshow that are customary for a first-time issuer of notes. If the Minimum Debt Financing has not been obtained after Kodiak’s first attempt, the second attempt cannot occur within 30 days of the first attempt without the Partnership’s prior written consent. Kodiak expects to pay the Payment Amounts with cash on hand, including with net proceeds from the completion of the Minimum Debt Financing.

Kodiak’s obligation to close the Mergers is conditioned upon Kodiak obtaining the Minimum Debt Financing.

On February 2, 2024, Kodiak Services consummated the Minimum Debt Financing in the form of a $750 million senior notes offering, the proceeds of which will ultimately be used to refinance the Partnership’s debt at the closing of the Mergers.

See the sections titled “The Mergers—Financing of the Mergers” and “The Merger Agreement—Conditions to the Mergers” beginning on pages 190 and 194 of this consent statement/prospectus, respectively, for more information.

On February 2, 2024, Kodiak Services consummated the Minimum Debt Financing in the form of a $750 million senior notes offering, the proceeds of which will ultimately be used to refinance the Partnership’s debt at the closing of the Mergers.

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See the sections titled “The Mergers—Financing of the Mergers” and “The Merger Agreement—Conditions to the Mergers” beginning on pages 190 and 194 of this consent statement/prospectus, respectively, for more information.

CSI Compressco LP

1735 Hughes Landing Boulevard, Suite 200

The Woodlands, Texas 77380

Attention: Jonathan Byers

Phone: (281) 364-2279

If you desire additional copies of this consent statement/prospectus, you should contact:

Mediant Communications, Inc.

P.O. Box 8016, Cary, NC 27512-9903

tabulations@betanxt.com

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

The following table sets forth the closing price per share of Kodiak Common Stock and per Partnership Common Unit as reported on the NYSE and Nasdaq, respectively, on December 18, 2023, the last trading day prior to public reports that Kodiak and the Partnership had entered into the merger agreement, and on February 9, 2024, the most recent practicable trading day prior to the date of this consent statement/prospectus for which this information was available. The table also shows the implied per share value of the merger consideration for each Partnership Common Unit as of the same dates. This implied value was calculated by multiplying the closing price of a share of Kodiak Common Stock on the relevant date by the Exchange Ratio.

The market prices of shares of Kodiak Common Stock and Partnership Common Units have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this consent statement/prospectus to the date the Mergers are completed. No assurance can be given concerning the market prices of shares of Kodiak Common Stock and Partnership Common Units before completion of the Mergers or shares of Kodiak Common Stock after completion of the Mergers. The Exchange Ratio is fixed in the merger agreement, but the market price of shares of Kodiak Common Stock (and therefore the value of the merger consideration) when received by Partnership Common Unitholders after the Mergers are completed could be greater than, less than or the same as shown in the table above. Accordingly, Partnership Common Unitholders are advised to obtain current market quotations for shares of Kodiak Common Stock and shares of Partnership Common Stock in deciding whether to vote for adoption of the merger agreement.

Dividends

Kodiak currently pays a quarterly dividend on shares of Kodiak Common Stock and last paid a quarterly dividend on November 10, 2023 of $0.38 per share. The Partnership currently pays a quarterly dividend on Partnership Common Units and last paid a quarterly dividend on November 14, 2023 of $0.01 per share. Prior to the closing of the Mergers, each of Kodiak and the Partnership will coordinate with the other the declaration of any dividends or distributions in respect of Kodiak Common Stock, OpCo Units or Partnership Common Units and the record dates and payment dates relating thereto, with the intent that Partnership Common Unitholders not receive more than one dividend, or fail to receive one dividend, in any quarter with respect to their Partnership Common Units and any shares of Kodiak Common Stock or OpCo Units that any such holder receives pursuant to the Mergers.

Pursuant to the merger agreement, the Partnership may not declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its outstanding partnership interests, limited liability company interests, or other equity interests, except for dividends or distributions (i) by a wholly owned subsidiary of the Partnership to its parent, (ii) by the Partnership in an amount not to exceed $0.01 per Partnership Common Unit and $0.01 per notional general partner unit per quarter and (iii) by the General Partner in an amount not to exceed the dividends, distributions or reimbursement of expenses the General Partner receives from the Partnership. In addition, Kodiak may not declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interests, except for (i) dividends or distributions by a subsidiary of Kodiak to its parent or (ii) dividends paid with respect to shares of Kodiak Common Stock in an amount not to exceed $0.44 per share per quarter. See the section titled “The Merger Agreement—Conduct of Business Pending the Mergers” beginning on page 200 of this consent statement/prospectus.

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After the closing of the Mergers, any former Partnership Common Unitholder who holds Kodiak Common Stock or OpCo Units into which Partnership Common Units have been converted in connection with the Mergers will receive whatever dividends or distributions are declared and paid on Kodiak Common Stock or OpCo Units. There can be no assurance that any future dividends or distributions will be declared or paid by Kodiak or Kodiak Services or as to the amount or timing of those dividends or distributions, if any.

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RISK FACTORS

In addition to the other information included and incorporated by reference into this document, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks. In addition, you should read and consider the risks associated with each of the businesses of Kodiak and the Partnership. The risks associated with the Partnership’s business can be found in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated by subsequent its Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this consent statement/prospectus. See the section titled “Where You Can Find More Information” beginning on page 283 of this consent statement/prospectus for more information. Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described herein and in the documents incorporated by reference could have a material adverse effect on Kodiak’s, the Partnership’s or the combined company’s business, financial condition, cash flows and results of operations and could result in a decline in the trading prices of their common stock or common units.

Risks Related to the Mergers

Because the market price for shares of Kodiak Common Stock will fluctuate prior to the consummation of the Mergers, Partnership Common Unitholders cannot be sure of the market value of shares of Kodiak Common Stock (or OpCo Units and shares of Series A Preferred Stock) that they will receive in the Mergers.

At the time the Mergers are completed, Partnership Common Unitholders will receive 0.086 shares of Kodiak Common Stock, with cash paid in lieu of the issuance of fractional shares, if any (or, in the case of the Electing Unitholders, 0.086 OpCo Units, with cash paid in lieu of the issuance of fractional units, if any, and an equal number of shares of Series A Preferred Stock, which together will be redeemable, subject to certain limitations, for shares of Kodiak Common Stock) for each Partnership Common Unit they own as of immediately prior to the Mergers. At the time that Partnership Common Unitholders return their written consents regarding the approval of the merger agreement, Partnership Common Unitholders will not know the actual market value of the shares of Kodiak Common Stock (or OpCo Units and shares of Series A Preferred Stock) that they will receive when the Mergers are completed. The actual market value of the shares of Kodiak Common Stock (or OpCo Units and shares of Series A Preferred Stock), when received by Partnership Common Unitholders, will depend on the market value of the shares of Kodiak Common Stock on that date. This market value may be less than the value of the shares of Kodiak Common Stock on the date of the merger agreement and on the date that Partnership Common Unitholders return their written consents regarding the approval of the merger agreement. These fluctuations in the market value of shares of Kodiak Common Stock may be caused by a variety of factors, including general market and economic conditions, changes in Kodiak’s businesses, operations and prospects and regulatory considerations. Such factors are difficult to predict and, in many cases, may be beyond the Partnership’s and Kodiak’s control. Neither the Partnership nor Kodiak is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of Partnership Common Units or Kodiak Common Stock.

The Mergers are subject to various closing conditions, and any delay in completing the Mergers may reduce or eliminate the benefits expected and delay the payment of the Merger Consideration to Partnership Common Unitholders.

The Mergers are subject to the satisfaction of a number of other conditions beyond the parties’ control that may prevent, delay or otherwise materially adversely affect the completion of the Mergers. These conditions include, among other things, the Partnership Unitholder Approval regarding the approval of the merger agreement and the expiration or termination of any applicable waiting period under the HSR Act. Kodiak and the Partnership cannot predict with certainty whether and when any of these conditions will be satisfied. Any delay in completing the Mergers could cause the combined company not to realize, or delay the realization, of some or

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all of the benefits that the companies expect to achieve from the Mergers. In such context, the date on which Partnership Common Unitholders will receive the merger consideration is also uncertain.

Certain executive officers and directors of the General Partner have interests in the Mergers that are different from, or in addition to, the interests of Partnership Common Unitholders generally, which could have influenced their decision to support the Mergers or approve the merger agreement.

Certain executive officers and directors of the General Partner are parties to agreements or participants in other arrangements that give them interests in the Mergers that may be different from, or be in addition to, your interests as a Partnership Common Unitholder. You should consider these interests in voting on the Mergers. We have described these different interests under the section titled “The Mergers—Interests of the General Partner’s Directors and Executive Officers in the Mergers” beginning on page 177 of this consent statement/prospectus.

The merger agreement and the Support Agreements limit the Partnership’s ability to pursue alternatives to the Mergers.

The merger agreement contains provisions that make it more difficult for the Partnership to sell its business to a party other than Kodiak. These provisions include the general prohibition on the Partnership soliciting any proposal or offer for a competing transaction from a third party, and the requirement that the Partnership pay Kodiak a breakup fee of $15 million if the merger agreement is terminated in specified circumstances. See the sections titled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees” beginning on pages 214 and 216 of this consent statement/prospectus, respectively, for more information. In addition, the Supporting Unitholders have entered into the Support Agreements which obligate them to deliver their written consent to each of the matters for which the Partnership is soliciting consents of Partnership Common Unitholders after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act. The delivery of the written consents by the Supporting Unitholders will be sufficient to approve the merger agreement. See the section title “The Support Agreements” beginning on page 219 of this consent statement/prospectus for more information. The foregoing may discourage a third party that might have an interest in acquiring all or a significant part of the Partnership from considering or proposing an acquisition, even if that party were prepared to pay consideration with a higher per unit value than the current proposed merger consideration.

The financial projections included herein are based on various assumptions that may not prove to be correct.

The financial projections set forth in the forecast included under the section titled “The Mergers—The Partnership and Kodiak Unaudited Prospective Financial Information” beginning on page 173 of this consent statement/prospectus are based on assumptions of, and information available to, the parties at the time they were prepared and provided to the General Partner Board and its financial advisors. The parties cannot know whether such assumptions will prove correct. Any or all of such projections may turn out to be wrong. Such projections can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Kodiak’s and the Partnership’s control. Many factors mentioned in this consent statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under the section titled “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining Kodiak’s and the Partnership’s future results. As a result of these contingencies, actual future results may vary materially from such financial projections. In view of these uncertainties, the inclusion of financial projections in this consent statement/prospectus is not and should not be viewed as a representation that the forecast results will be achieved.

The financial projections included herein were not prepared with a view toward public disclosure, and such financial projections were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Kodiak and the Partnership undertake no obligation, other than as required by applicable law, to

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update the financial projections herein to reflect events or circumstances after the date those financial projections were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The financial projections included in this consent statement/prospectus have been prepared by, and are the responsibility of, the parties alone. Moreover, neither the Partnership’s independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”), nor any other independent registered public accounting firm, including Kodiak’s independent accountants, BDO USA, P.C. (“BDO”), have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and, accordingly, neither Grant Thornton nor BDO assumes any responsibility for, and disclaims any association with, the prospective financial information. The reports of Grant Thornton and BDO included herein or incorporated by reference relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this consent statement/ prospectus and should not be read to do so. See the section titled “The Mergers—the Partnership and Kodiak Unaudited Prospective Financial Information” beginning on page 173 of this consent statement/prospectus for more information.

The unaudited pro forma condensed combined financial information included in this consent statement/prospectus is preliminary and the actual financial condition and results of operations of Kodiak after the Mergers may differ materially.

The unaudited pro forma condensed combined financial information in this consent statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Kodiak’s actual financial condition or results of operations would have been had the Mergers been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to reflect the Partnership’s identifiable assets to be acquired and liabilities to be assumed at fair value and the resulting goodwill. The fair value estimates reflected in this consent statement/prospectus are preliminary, and final amounts will be based upon the actual consideration and the fair value of the assets and liabilities of the Partnership as of the acquisition date for accounting purposes. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this consent statement/prospectus. For more information, see the section titled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 220.

A different set of factors and conditions affect shares of Kodiak Common Stock and could have a negative impact on the stock price.

Upon completion of the Mergers, Partnership Common Unitholders who receive shares of Kodiak Common Stock will become stockholders of Kodiak (and those who receive OpCo Units (and corresponding shares of Series A Preferred Stock) will become unitholders of Kodiak Services and ultimately may become common stockholders of Kodiak upon the redemption of their OpCo Units (and cancellation of corresponding shares of Series A Preferred). The businesses of Kodiak and the other companies it has acquired and may acquire in the future are different in many respects from those of the Partnership. There is a risk that various factors, conditions and developments that would not affect the price of Partnership Common Units could negatively affect the price of shares of Kodiak Common Stock. Please see the section titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 74 of this consent statement/prospectus for a summary of some of the key factors that might affect Kodiak and the prices at which shares of Kodiak Common Stock may trade from time to time.

Partnership Common Unitholders will have a reduced ownership and voting interest after the Mergers.

When the Mergers occur, each Partnership Common Unitholder will become a stockholder of Kodiak (and those who receive OpCo Units (and corresponding shares of Series A Preferred Stock) will become unitholders of Kodiak Services and ultimately may become common stockholders of Kodiak upon the redemption of their

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OpCo Units (and cancellation of corresponding shares of Series A Preferred Stock) with a percentage ownership of the combined company that is much smaller than such unitholder’s percentage ownership of the Partnership). Based on the number of shares of Kodiak Common Stock and Partnership Common Units outstanding as set forth in their respective Quarterly Reports for the quarter ended September 30, 2023, Partnership Common Unitholders will own approximately 14% of the outstanding shares of Kodiak Common Stock and OpCo Units after the Mergers, on a fully diluted basis.

Shares of Kodiak Common Stock (or Series A Preferred Stock and OpCo Units) to be received by Partnership Common Unitholders as a result of the Mergers will have different rights from Partnership Common Units.

Following completion of the Mergers, Partnership Common Unitholders will no longer hold Partnership Common Units but will instead become stockholders of Kodiak (or holders of OpCo Units and Series A Preferred Stock exchangeable for Kodiak Common Stock). There are important differences between the rights of Partnership Common Unitholders and the rights of holders of Kodiak Common Stock and holders of OpCo Units and Series A Preferred Stock. See the section titled “Comparison of Rights of Holders’ of Kodiak Common Stock and Partnership Common Unitholders” beginning on page 258 of this consent statement/prospectus for a discussion of the different rights associated with Partnership Common Units, shares of Kodiak Common Stock, shares of Series A Preferred Stock and OpCo Units.

If the merger agreement is terminated, under certain circumstances, Kodiak may be obligated to pay a reverse breakup fee and the Partnership may be obligated to pay a breakup fee. These fees could require Kodiak or the Partnership, as the case may be, to seek loans or use available cash that would have otherwise been available for operations, distributions, dividends or other general corporate or partnership purposes.

In certain circumstances, Kodiak may be obligated to pay a reverse breakup fee of $20 million or the Partnership may be obligated to pay a breakup fee of $15 million. If the merger agreement is terminated, the termination fees required to be paid, if any, by Kodiak or the Partnership under the merger agreement may require Kodiak or the Partnership to seek loans or borrow amounts to enable it to pay these amounts. In either case, payment of these amounts by Kodiak or the Partnership, as the case may be, would reduce the cash available for operations, distributions, dividends or other general corporate or partnership purposes. See the section title “The Merger Agreement—Termination Fees” beginning on page 216 of this consent statement/prospectus for more information.

The failure to successfully combine the businesses of Kodiak and the Partnership in the expected time frame may adversely affect Kodiak’s future results, which may adversely affect the value of the shares of Kodiak Common Stock and OpCo Units that Partnership Common Unitholders would receive in the Mergers.

If Kodiak’s and the Partnership’s businesses are not successfully integrated, the anticipated benefits of the Mergers may not be realized fully or at all or may take longer to realize than expected. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Mergers.

Kodiak and the Partnership, including their respective subsidiaries, have operated and, until the completion of the Mergers, will continue to operate independently. It is possible that the integration process could result in the loss of key employees, as well as the disruption of each company’s ongoing businesses or inconsistencies in their standards, controls, procedures and policies. Any or all of those occurrences could adversely affect the combined company’s ability to maintain relationships with customers and employees after the Mergers or to achieve the anticipated benefits of the Mergers. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Kodiak and the Partnership.

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If the Mergers are approved by the Partnership Common Unitholders, the date that Partnership Common Unitholders will receive the merger consideration is uncertain.

As described in this consent statement/prospectus, completing the Mergers is subject to several conditions, not all of which are controllable or waivable by Kodiak or the Partnership. Accordingly, if the Mergers are approved by the Partnership Common Unitholders, the date that Partnership Common Unitholders will receive the merger consideration depends on the completion date of the Mergers, which is uncertain.

If a governmental authority asserts objections to the Mergers, Kodiak and the Partnership may be unable to complete the Mergers.

The closing of the Mergers is subject to the condition that there is no law, injunction, judgment or ruling by a governmental authority in effect enjoining, restraining, preventing or prohibiting the Mergers contemplated by the merger agreement. If a U.S. governmental authority asserts objections to the Mergers, Kodiak or the Partnership may be required to divest assets in order to get approval of the Mergers from such U.S. governmental authority. There can be no assurance as to the cost, scope or impact of the actions that may be required to address any governmental authority objections to the Mergers. If Kodiak or the Partnership takes such actions, it could be detrimental to it or to the combined organization following the consummation of the Mergers. Furthermore, these actions could have the effect of delaying or preventing completion of the Mergers or imposing additional costs on or limiting the revenue or cash available for distribution of the combined organization following the consummation of the Mergers. See the section titled “The Mergers—Regulatory Approvals” beginning on page 186 of this consent statement/prospectus for more information.

Additionally, state attorneys general or other state or local regulators could seek to block, rescind or challenge the Mergers as they deem necessary or desirable in the public interest at any time, including after completion of the Mergers. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging or seeking to enjoin or rescind the Mergers, before or after it is completed. Kodiak and the Partnership may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.

The pendency of the Mergers could materially adversely affect the future business and operations of the Partnership or result in a loss of the Partnership’s employees.

In connection with the pending Mergers, it is possible that some customers, suppliers and other persons with whom the Partnership has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with the Partnership as a result of the Mergers, which could negatively impact revenues, earnings and cash flows of the Partnership, as well as the market price of Partnership Common Units, regardless of whether the Mergers are completed. Similarly, current and prospective employees of the Partnership may experience uncertainty about their future roles with Kodiak and the Partnership following completion of the Mergers, which may materially adversely affect the ability of the Partnership to attract and retain key employees.

Kodiak and the Partnership will incur substantial transaction-related costs in connection with the Mergers, including fees paid to legal, financial and accounting advisors, filing fees and printing costs.

Kodiak and the Partnership have incurred and expect to incur a number of non-recurring costs associated with the Mergers. These costs include financial advisory, legal, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by either Kodiak or the Partnership regardless of whether or not the Mergers are completed.

Kodiak expects to incur substantial costs in connection with the related integration of the Mergers. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be

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integrated, including purchasing, accounting and finance, sales, payroll, pricing and benefits. While Kodiak has assumed that a certain level of costs will be incurred, there are many factors beyond Kodiak’s control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These costs could, particularly in the near term, exceed the savings that Kodiak expects to achieve from the elimination of duplicative costs and the realization of economies of scale and cost savings. These integration costs may result in Kodiak taking significant charges against earnings following the completion of the Mergers, and the amount and timing of such charges are uncertain at present.

Kodiak will incur indebtedness in connection with the Mergers, which could adversely affect Kodiak, including by decreasing its business flexibility.

In connection with the consummation of the Mergers, Kodiak intends to assume and refinance up to $750 million of indebtedness of the Partnership. On February 2, 2024, Kodiak Services consummated the Minimum Debt Financing in the form of a $750 million senior notes offering, the proceeds of which will ultimately be used to refinance the Partnership’s debt at the closing of the Mergers. Kodiak’s increased level of debt and the covenants to which Kodiak agreed in connection with the Minimum Debt Financing could have negative consequences on Kodiak, including, among other things, (i) requiring Kodiak to dedicate a larger portion of its cash flow from operations to servicing and repayment of the debt, (ii) reducing funds available for strategic initiatives and opportunities, working capital and other general corporate needs and (iii) the indenture governing such senior unsecured notes imposes certain operating and financial restrictions on Kodiak, including restricting Kodiak’s ability to incur additional debt and provide additional guarantees; pay dividends and make other restricted payments, including certain investments; create or permit certain liens; make certain asset sales; use the proceeds from the sales of assets and subsidiary stock; create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us; engage in certain transactions with affiliates; make certain acquisitions; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets or the assets of our restricted subsidiaries.

Resales of Kodiak Common Stock following the closing of the Mergers may cause the market value of Kodiak Common Stock to decline.

Based on the number of Partnership Common Units outstanding as of February 20, 2024, Kodiak expects to issue or reserve for issuance up to approximately an aggregate of 12,220,799 shares of Kodiak Common Stock at the closing of the Mergers in connection with the transaction (including the shares of Kodiak Common Stock issuable upon a redemption pursuant to the OpCo LLC Agreement to holders of OpCo Units). The issuance of these new shares of Kodiak Common Stock could have the effect of depressing the market value for shares of Kodiak Common Stock. The increase in the number of shares of Kodiak Common Stock may lead to sales of such shares of Kodiak Common Stock or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, shares of Kodiak Common Stock.

Kodiak and the Partnership may be subject to class action lawsuits relating to the Mergers, which could materially adversely affect their business, financial condition and operating results.

Kodiak, the Partnership, the General Partner and their respective directors and officers, as applicable, may be subject to class action lawsuits relating to the Mergers and other additional lawsuits that may be filed. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on the Partnership’s and Kodiak’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Mergers, then that injunction may delay or prevent the Mergers from being completed, which may adversely affect the Partnership’s and Kodiak’s business, financial position and results of operation. Currently, the

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Partnership and Kodiak are unaware of any securities class action lawsuits or derivative lawsuits having been filed in connection with the Mergers.

One of the conditions to consummating the Mergers is that no injunction, order or decree prohibiting or otherwise preventing or making unlawful the consummation of the Mergers will have been issued by any court or governmental entity of competent jurisdiction in the United States. Consequently, if any lawsuit is filed challenging the Mergers and is successful in obtaining an injunction preventing the parties to the merger agreement from consummating the Mergers, such injunction may prevent the Mergers from being completed in the expected timeframe, or at all.

Failure to complete the Mergers could negatively affect the per unit price of Partnership Common Units and the Partnership’s future businesses and financial results.

If the Mergers are not completed, the ongoing business of the Partnership may be adversely affected and the Partnership will be subject to several risks and consequences, including the following:

In addition, if the Mergers are not completed, the Partnership may experience negative reactions from the financial markets, including negative impacts on the market price of its common units, and from its customers, employees, vendors, business partners and other third parties. The Partnership also could be subject to litigation related to any failure to complete the Mergers or to enforcement proceedings commenced against the Partnership to attempt to force it to perform its obligations under the merger agreement.

Partnership Common Unitholders are not entitled to appraisal rights in connection with the Mergers.

Appraisal rights are statutory rights that enable unitholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the partnership pay the fair value for their units as determined by a court in a judicial proceeding instead of receiving the consideration offered to unitholders in connection with the applicable transaction. Under the Delaware Partnership Act, Partnership Common Unitholders will not have rights to an appraisal of the fair value of their Partnership Common Units in connection with the Mergers. See the section titled “Summary—No Appraisal or Dissenters’ Rights” beginning on page 19 of this consent statement/prospectus for more information.

The fairness opinion rendered to the General Partner Board by Jefferies was based on market and other conditions then in effect, and certain financial forecasts and other information made available to Jefferies, as of the date of the opinion. As a result, the opinion does not reflect changes in events or circumstances after the date of such opinion. The General Partner Board has not obtained, and does not expect to obtain, an updated fairness opinion from Jefferies reflecting changes in circumstances that may have occurred since the signing of the merger agreement.

The fairness opinion rendered to the General Partner Board by Jefferies was provided in connection with, and at the time of, the evaluation of the Mergers and the merger agreement by the General Partner Board. The

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opinion was based on market and other conditions then in effect, and certain financial forecasts and other information made available to Jefferies, as of the date of the opinion, which may have changed, or may change, after the date of the opinion. The General Partner Board has not obtained an updated opinion as of the date of this consent statement/prospectus from Jefferies and does not expect to obtain an updated opinion prior to the completion of the Mergers. Changes in the operations and prospects of Kodiak or the Partnership, general market and economic conditions and other factors that may be beyond the control of Kodiak and the Partnership, and on which the fairness opinion was based, may have altered the value of Kodiak or the Partnership or the prices of shares of Kodiak Common Stock or Partnership Common Units since the date of such opinion, or may alter such values and prices by the time the Mergers are completed. The opinion does not speak as of any date other than the date of the opinion. For descriptions of the opinion that Jefferies rendered to the General Partner Board, see the section titled “The Mergers—Opinion of the General Partner Board’s Financial Advisor” beginning on page 165 of this consent statement/prospectus.

Kodiak will be a holding company. Kodiak’s sole material asset will be its equity interest in Kodiak Services, and Kodiak will accordingly be dependent upon distributions from Kodiak Services to pay taxes, cover its corporate and other overhead expenses and pay any dividends on Kodiak Common Stock.

After giving effect to the transactions contemplated by the merger agreement, Kodiak will be a holding company and will have no material assets other than its equity interest in Kodiak Services. Kodiak will have no independent means of generating revenue. To the extent Kodiak Services has available cash, Kodiak Services will be required, subject to any restrictions contained in any agreement to which Kodiak Services is bound, to make distributions out of legally available funds to all Kodiak Services Unitholders generally on a pro rata basis at such times and in such amounts as Kodiak, as managing member of Kodiak Services, reasonably determines is necessary to cause a distribution to Kodiak sufficient to enable Kodiak to timely satisfy its tax liabilities. In addition, as the managing member of Kodiak Services, Kodiak will cause Kodiak Services to make pro rata distributions to all of its unitholders, including to Kodiak, in an amount sufficient to allow Kodiak to fund dividends to its stockholders in accordance with Kodiak’s dividend policy, to the extent the Kodiak Board declares such dividends. Therefore, while Kodiak expects to pay dividends on Kodiak Common Stock in amounts determined from time to time by the Kodiak Board in the future, Kodiak’s ability to do so may be limited to the extent Kodiak Services and its subsidiaries are limited in their ability to make these and other distributions to Kodiak, including due to the restrictions under the outstanding Kodiak credit facility. The OpCo LLC Agreement will also require Kodiak Services to make non-pro rata payments to Kodiak to reimburse it for corporate and other overhead expenses, which payments will not be treated as distributions under the OpCo LLC Agreement. To the extent that Kodiak needs funds and Kodiak Services or its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of their financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect Kodiak’s liquidity and financial condition.

The “Up-C” structure may confers certain benefits upon the Electing Unitholders that do not benefit the holders of Kodiak Common Stock to the same extent as it may benefit the Electing Unitholders. Kodiak is a holding company and will have, following the closing of the Mergers, no material assets other than its ownership of OpCo Units. As a consequence, Kodiak’s ability to declare and pay dividends to the holders of Kodiak Common Stock is subject to the ability of Kodiak Services to provide distributions to Kodiak. If Kodiak Services makes such distributions, the Electing Unitholders will be entitled to receive equivalent distributions from Kodiak Services on a pro rata basis. However, because Kodiak must pay taxes, amounts ultimately distributed as dividends to holders of Kodiak Common Stock are expected to be less on a per share basis than the amounts distributed by Kodiak Services to the Electing Unitholders on a per unit basis. This and other aspects of our organizational structure following the closing of the Mergers may adversely impact the future trading market for the Kodiak Common Stock.

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The Mergers are subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis or at all. Failure to complete the Mergers in a timely manner or at all could have material and adverse effects on Kodiak and the Partnership.

Completion of the Mergers is subject to a number of conditions. Such conditions, some of which are beyond Kodiak’s and the Partnership’s control, may not be satisfied or waived in a timely manner or at all and therefore make the completion and timing of the completion of the Mergers uncertain. In addition, the merger agreement contains certain termination rights for both Kodiak and the Partnership which, if exercised, will also result in the Mergers not being consummated. Furthermore, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Mergers or require changes to their terms. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the transactions or of imposing additional costs or limitations on Kodiak or the Partnership following completion of the Mergers, any of which might have an adverse effect on Kodiak or the Partnership following completion of the Mergers.

If the Mergers are not completed in a timely manner or at all, Kodiak’s and the Partnership’s ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Mergers, Kodiak and the Partnership will be subject to a number of risks, including the following:

In addition to the above risks, if the merger agreement is terminated and the Kodiak Board seeks another acquisition, Kodiak cannot be certain that it will be able to find a party willing to enter into a transaction as attractive as the Mergers. Also, the merger agreement contains certain termination rights for both the Partnership and Kodiak, including the right to terminate the merger agreement. Upon termination of the merger agreement, under certain specified circumstances, the Partnership would be required to pay Kodiak a termination fee equal to $15 million, and under certain other specified circumstances, Kodiak would be required to pay the Partnership a termination fee equal to $20 million.

Kodiak may fail to realize all of the anticipated benefits of the Mergers or those benefits may take longer to realize than expected. Kodiak may also encounter significant difficulties in integrating the Partnership’s business.

Kodiak’s ability to realize the anticipated benefits of the Mergers will depend, to a large extent, on Kodiak’s ability to successfully integrate the Partnership’s business. The integration of a business is a complex, costly and time-consuming process. As a result, Kodiak will be required to devote significant management attention and resources to integrating Kodiak’s business practices and operations with the business practices and operations of the Partnership. The integration process may disrupt Kodiak’s business and, if implemented ineffectively, would restrict the full realization of the anticipated benefits from the acquisition. The failure to meet the challenges involved in integrating the acquired business and to realize the anticipated benefits of the transaction could adversely impact the carrying value of the acquisition premium or goodwill; could cause an interruption of, or a loss of momentum in, Kodiak’s business activities; and could adversely impact Kodiak’s business, financial condition or results of operations. In addition, the overall integration of the Partnership may result in material unanticipated problems, expenses, liabilities, loss of customers and diversion of the attention of Kodiak’s

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management and employees. The challenges of integrating the operations of acquired businesses include, among others:

Many of these factors are outside of Kodiak’s control, and any one of them could result in increased costs and liabilities, decreases in the amount of expected revenue and earnings, and diversion of management’s time and energy, which could have a material adverse effect on Kodiak’s business, financial condition and results of operations. In addition, even if the operations of Kodiak’s business and the Partnership are integrated successfully, the full benefits of the Mergers may not be realized, including the synergies, cost savings, growth opportunities or cash flows that are expected, and Kodiak will also be subject to additional risks that could impact future earnings. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in the integration of the Partnership. In addition, it is possible that the integration process could result in the loss of key employees and inconsistencies in standards, controls, procedures and policies, which may adversely affect Kodiak’s ability to maintain relationships with Kodiak’s customers and employees or to achieve the anticipated benefits of the Mergers. These integration matters and Kodiak’s amount of indebtedness may hinder Kodiak’s ability to make further acquisitions and could have an adverse effect on Kodiak for an undetermined period after the Mergers. All of these factors could decrease or delay the expected accretive effect of the Mergers or have a material adverse effect on Kodiak’s business, financial condition and results of operations.

The future results of the combined company will suffer if the combined company does not effectively manage its expanded operations following the Mergers.

Following the Mergers, the size of the business, both domestically and internationally, of the combined company will have increased significantly beyond the current size of either Kodiak’s business or the Partnership’s business. The combined company’s future success depends, in part, upon Kodiak’s ability to manage this expanded business, which will pose substantial challenges for Kodiak’s management, including challenges related to the management and monitoring of new operations, which utilize different operation processes, and associated increased costs and complexity. The combined company will be subject to non-U.S. laws, which will be a significant change from Kodiak’s current U.S.-only operations. Kodiak may not be successful in realizing the expected operating efficiencies, cost savings, revenue enhancements and other benefits currently anticipated from the Mergers. Furthermore, Kodiak has incurred and expects to incur significant costs, expenses and fees for professional services and other transaction costs in connection with the Mergers. In addition, the continued integration of the two businesses could result in additional costs and expenses that were not expected or anticipated, and such costs and expenses could materially and adversely affect the prospects, business, financial condition, results of operations and cash flows of the combined company.

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Each of Kodiak and the Partnership may have liabilities that are not known to the other party.

Each of Kodiak and the Partnership may have liabilities that the other party failed, or was unable, to discover in the course of performing its respective due diligence investigations. Kodiak or the Partnership may learn additional information about the other party that materially adversely affects it, such as unknown or contingent liabilities and liabilities related to compliance with applicable laws. As a result of these factors, Kodiak or the Partnership may incur additional costs and expenses and may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in Kodiak or the Partnership reporting losses. Even if Kodiak’s and the Partnership’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on Kodiak’s or the Partnership’s financial condition and results of operations and could contribute to negative market perceptions about Kodiak’s or the Partnership’s securities. Additionally, other than with respect to the debt financing, Kodiak and the Partnership do not have any indemnification rights against the other party under the merger agreement. Accordingly, stockholders of Kodiak or the Partnership Common Unitholders could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by its directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the consent statement/prospectus contained an actionable material misstatement or material omission.

Tax Risks Related to the Mergers

The expected U.S. federal income tax consequences of the Mergers are dependent upon the Partnership and Kodiak Services being treated as partnerships for U.S. federal income tax purposes at the time of the Mergers.

The expected U.S. federal income tax consequences of the Mergers are dependent upon the Partnership and, in the case of the Subsequent LP Merger and GP Merger, Kodiak Services being treated as partnerships for U.S. federal income tax purposes at the time of the Mergers. If either the Partnership or Kodiak Services were to be treated as a corporation for U.S. federal income tax purposes at the time of the Mergers, the consequences of the Mergers would be materially different. If Kodiak Services were to be treated as a corporation for U.S. federal income tax purposes, the Subsequent LP Merger would likely be a fully taxable transaction to the Electing Unitholders. See the section titled “Material U.S. Federal Income Tax Considerations—Assumptions Related to the U.S. Federal Income Tax Treatment of the Mergers.”

The amount of gain, if any, recognized for U.S. federal income tax purposes by Partnership Common Unitholders (other than Electing Unitholders) as a result of the Initial LP Merger could be greater than expected.

The receipt of Kodiak Common Stock (and cash in lieu of fractional shares of Kodiak Common Stock, if any) in exchange for Partnership Common Units pursuant to the Initial LP Merger is expected to be a taxable transaction for U.S. federal income tax purposes. If such treatment applies, a Partnership Common Unitholder who receives Kodiak Common Stock (and cash in lieu of fractional shares of Kodiak Common Stock, if any) in exchange for Partnership Common Units will recognize gain or loss for U.S. federal income tax purposes equal to the difference between such unitholder’s amount realized and adjusted tax basis in the Partnership Common Units exchanged pursuant to the Initial LP Merger. The amount of any such gain or loss recognized by each Partnership Common Unitholder as a result of the Initial LP Merger will vary depending on each Partnership Common Unitholder’s particular situation, including the value of the Kodiak Common Stock and the amount of cash received by such Partnership Common Unitholder in the Initial LP Merger, the adjusted tax basis of the Partnership Common Units exchanged by such Partnership Common Unitholder in the Initial LP Merger, the extent, if any, to which such Partnership Common Unitholder’s share of the Partnership’s nonrecourse liabilities immediately prior to the Initial LP Merger exceeds such Partnership Common Unitholder’s adjusted tax basis in its Partnership Common Units (i.e., such Partnership Common Unitholder’s negative tax basis capital account, if

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any), and the amount of any suspended passive losses that may be available to a particular unitholder to offset a portion of the gain recognized by the Partnership Common Unitholder.

Because the value of any shares of Kodiak Common Stock to be received in the Merger will not be known until the effective time of the Initial LP Merger, and the adjusted tax basis as of the effective time of the Initial LP Merger will not be known until after such effective time, a Partnership Common Unitholder will not be able to determine its amount realized, and therefore its taxable gain or loss, until after such effective time. In addition, because prior distributions in excess of a Partnership Common Unitholder’s allocable share of the Partnership’s net taxable income decrease such Partnership Common Unitholder’s tax basis in its Partnership Common Units, the amount, if any, of such prior excess distributions with respect to such Partnership Common Units will, in effect, become taxable gain to a Partnership Common Unitholder if the aggregate value of the consideration received in the Initial LP Merger is greater than such Partnership Common Unitholder’s adjusted tax basis in its Partnership Common Units, even if the aggregate value of the consideration received in the Initial LP Merger is less than such Partnership Common Unitholder’s original cost basis in its Partnership Common Units.

Furthermore, a portion of any gain or loss, which portion could be substantial, will be separately computed and taxed as ordinary income or loss to the extent attributable to certain assets giving rise to depreciation recapture or other “unrealized receivables” or to “inventory items” owned by the Partnership and its non-corporate subsidiaries.

All Partnership Common Unitholders are strongly encouraged to consult with, and rely solely upon, their own tax advisors as to the specific tax consequences to them of the Mergers and any related transactions in their particular circumstances, including the applicability and effect of any U.S. federal, state or local, non-U.S. or other tax laws (and any potential changes thereto). For a more complete discussion of certain U.S. federal income tax consequences of the Initial LP Merger, see the section titled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Consequences of the Initial LP Merger for Partnership Common Unitholders Other Than Electing Unitholders.”

Electing Unitholders could recognize gain for U.S. federal income tax purposes as a result of the exchange of their Partnership Common Units for OpCo Units and shares of Series A Preferred Stock (and cash in lieu of fractional OpCo Units, if any) pursuant to the Subsequent LP Merger.

For U.S. federal income tax purposes, the GP Merger and the Subsequent LP Merger are intended to be treated as a partnership merger transaction whereby the Partnership is treated as the terminating partnership and Kodiak Services is treated as the resulting partnership. If such treatment applies, for U.S. federal income tax purposes, and except with respect to the shares of Series A Preferred Stock and cash in lieu of fractional OpCo Units, if any, (i) the Partnership will be deemed to contribute certain of its assets attributable to Kodiak Services in exchange for OpCo Units and the assumption of certain of the Partnership’s liabilities, and (ii) the Partnership will then be deemed to distribute OpCo Units to the Electing Unitholders. Such deemed transactions are generally not expected to result in the recognition of gain or loss to the Electing Unitholders for U.S. federal income tax purposes, except with respect to any cash received (or deemed to be received) by such Electing Unitholders in connection with the Subsequent LP Merger (including as a result of any net decrease in such Electing Unitholders’ share of partnership liabilities pursuant to Section 752 of the Code).

In addition, under Section 707 of the Code and the Treasury Regulations promulgated thereunder, a contribution of cash or other property by a partner to a partnership and a transfer of property (other than an interest in such partnership) by the partnership to such partner, may, in certain circumstances, be characterized, in whole or in part, as a “disguised sale” of property by the partnership to the partner, rather than as a non-taxable distribution of such property by the partnership. For example, if a partner contributes cash to a partnership, and within a reasonable period of time before or after the contribution receives a distribution of property (other than an interest in such partnership) with a value approximately equal to the cash contributed, the transfers may be treated as part of a disguised sale of the distributed property. As a result, contributions of cash or other property

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to the Partnership after the date of the merger agreement and prior to the effective time of the Subsequent LP Merger may be treated as part of a “disguised sale” of a portion of the OpCo Units received in the Subsequent LP Merger and may result in gain to the Partnership. Further, a deemed receipt of cash by the Partnership in the Subsequent LP Merger and GP Merger as a result of Kodiak Services’ deemed assumption of the Partnership’s liabilities could trigger gain to the Partnership if it were treated as part of a “disguised sale.” Any such gain recognized by the Partnership would be allocated to the Electing Unitholders pursuant to the Partnership Agreement. Kodiak Services and the Partnership believe that such liabilities of the Partnership qualify for one or more of the exceptions to the “disguised sale” rules.

However, neither the Partnership nor Kodiak has sought, or intends to seek, a ruling from the IRS with respect to the Mergers, and the closing of the Mergers is not conditioned upon achieving, or receiving a ruling from any tax authority or opinion from any tax advisor in regards to, any particular tax treatment. Some tax aspects of the Mergers are not certain, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position. If the treatment described above does not apply, including as a result of (i) either of the Partnership or Kodiak Services not being treated as a partnership for U.S. federal income tax purposes at the time of the Mergers or (ii) Electing Unitholders being deemed to have received beneficial ownership of the Kodiak Common Stock for which their OpCo Units (and corresponding shares of Series A Preferred Stock) are redeemable at the time of the Mergers, Electing Unitholders could recognize gain or loss on the exchange of their Partnership Common Units pursuant to the Subsequent LP Merger. Any such gain could be substantial and would include gain resulting from the extent, if any, to which such Electing Unitholder’s share of the Partnership’s nonrecourse liabilities immediately prior to the Subsequent LP Merger exceeds such Electing Unitholder’s adjusted tax basis in its Partnership Common Units (i.e., such Electing Unitholder’s negative tax basis capital account, if any). See the section titled “Risk Factors—Tax Risks Related to the Mergers—The amount of gain, if any, recognized for U.S. federal income tax purposes by Partnership Common Unitholders (other than Electing Unitholders) as a result of the Initial LP Merger could be greater than expected” beginning on page 39 of this consent statement/prospectus for more information.

The amount and effect of any gain that may be recognized by an Electing Unitholder will depend on such Electing Unitholder’s particular situation, including the ability of such Electing Unitholder to utilize any suspended passive losses. All Partnership Common Unitholders are strongly encouraged to consult with, and rely solely upon, their own tax advisors as to the specific tax consequences to them of the Mergers and any related transactions in their particular circumstances, including the applicability and effect of any U.S. federal, state or local, non-U.S. or other tax laws (and any potential changes thereto). For a more complete discussion of certain U.S. federal income tax consequences of the Subsequent LP Merger, see the section titled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Consequences of the Subsequent LP Merger for Electing Unitholders” beginning on page 234 of this consent statement/prospectus.

If Kodiak Services were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes following the Mergers, Kodiak, Kodiak Services and the Electing Unitholders might be subject to potentially significant tax inefficiencies.

If Kodiak Services were to be considered a publicly traded partnership within the meaning of Section 7704 of the Code, it is expected that Kodiak Services would be treated as an association taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, redemptions of OpCo Units pursuant to the redemption right or call right, or other transfers of OpCo Units, could cause Kodiak Services to be treated as a publicly traded partnership. Applicable Treasury Regulations provide for certain safe harbors from treatment as a publicly traded partnership, and Kodiak and Kodiak Services intend to operate such that redemptions or other transfers of OpCo Units qualify for one or more such safe harbors. For example, Kodiak and Kodiak Services intend to limit the number holders of OpCo Units, and the OpCo LLC Agreement, which will be entered into in connection with the Mergers, will provide for limitations on the ability of holders of OpCo Units to transfer their OpCo Units and

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will provide Kodiak, as managing member of Kodiak Services, with the right to impose restrictions (in addition to those already in place) on the ability of holders of OpCo Units to redeem such units pursuant to the redemption right to the extent Kodiak believes it is necessary to ensure that Kodiak Services will continue to be treated as a partnership for U.S. federal income tax purposes.

If Kodiak Services were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for Kodiak, Kodiak Services and the Electing Unitholders. Kodiak Services’ items of income, gain, loss and deduction would be reflected only on its tax return rather than being passed through to its unitholders, and Kodiak Services’ net income would be taxed to it at corporate rates. In addition, any distribution made to an Electing Unitholder would be treated as taxable dividend income, to the extent of Kodiak Services’ current and accumulated earnings and profits, or, in the absence of earnings and profits, a nontaxable return of capital, to the extent of the unitholder’s tax basis in its units, or taxable capital gain, after the Electing Unitholder’s tax basis in its OpCo Units is reduced to zero. Accordingly, taxation as a corporation would result in a material reduction in an Electing Unitholder’s cash flow and after-tax return.

Risks Related to Kodiak’s Business and Industry

A long-term reduction in the demand for, or production of, natural gas or oil could adversely affect the demand for Kodiak’s Compression Operations or the prices Kodiak charges for Kodiak’s Compression Operations, which could result in a decrease in Kodiak’s revenues.

The demand for Kodiak’s Compression Operations (as defined below) depends upon the continued demand for, and production of, natural gas and oil. The natural gas and oil industry is historically cyclical with levels of activity that are significantly affected by the levels and volatility of natural gas and oil prices. Kodiak may experience fluctuations in operating results as a result of the reactions of Kodiak’s customers to changes in natural gas and oil prices. Demand may be affected by, among other factors, natural gas prices, oil prices, weather, availability of alternative energy sources, governmental regulation and the overall demand for energy. Any prolonged, substantial, material reduction in the demand for natural gas or oil would likely depress the level of production activity and result in a decline in the demand for Kodiak’s Compression Operations, which could result in a reduction in Kodiak’s revenues.

Kodiak has several key customers. The loss of one or more of these customers would result in a decrease in Kodiak’s revenues and could adversely affect its financial results and may have a material adverse effect on Kodiak’s financial condition.

Kodiak provides Compression Operations under contracts with several key customers. The loss of one or more of these key customers may have an adverse effect on its financial results. Kodiak’s two largest customers accounted for approximately 22% and 24% of Kodiak’s total revenues for the years ended December 31, 2022 and 2021, respectively, and approximately 23% and 24% of its total revenues for the nine months ended September 30, 2023 and 2022, respectively. Kodiak’s largest customer accounted for approximately 13% and 12% of its revenues for the years ended December 31, 2022 and December 31, 2021, respectively, and approximately 14% and 13% of its revenues for the nine months ended September 30, 2023 and 2022, respectively. Additionally, Kodiak’s ten largest customers accounted for approximately 59% of its revenue for each of the years ended December 31, 2022 and 2021, and approximately 59% of its revenue for the nine months ended September 30, 2023 and 2022, respectively. The loss of all or even a portion of the Compression Operations Kodiak provides to its key customers, as a result of competition or otherwise, could have a material adverse effect on Kodiak’s business, results of operations and financial condition.

The deterioration of the financial condition of Kodiak’s customers could adversely affect Kodiak’s business.

During times when the natural gas or oil markets weaken, Kodiak’s customers are more likely to experience financial difficulties, including being unable to access debt or equity financing, which could result in a reduction

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in Kodiak’s customers’ spending for Kodiak’s services. For example, Kodiak’s customers could seek to preserve capital by using lower cost providers, not renewing month-to-month contracts or opting not to enter into any new Compression Operations contracts. A significant decline in commodity prices may cause certain of Kodiak’s customers to reconsider their near-term capital budgets, which may impact large-scale natural gas infrastructure and oil production activities. Reduced demand for Kodiak’s services could adversely affect its business, results of operations, financial condition and cash flows. In addition, in the event of the financial failure of a customer, Kodiak could experience a loss of all or a portion of its outstanding accounts receivable associated with that customer. For example, an affiliate of one of Kodiak’s customers in the Powder River Basin has been undergoing a bankruptcy proceeding since 2019. Such customer has from time to time been late in remitting payment for Kodiak’s compression services, which Kodiak has continued to deliver, and Kodiak is pursuing prompt payment of the amount owed. Kodiak does not believe the amount owed presents any material concentration risk. If payment is not timely remitted, Kodiak expects to suspend services to such customer, as well as potentially taking other actions directly against related parties and guarantors. During the three months ended September 30, 2023, Kodiak recorded bad debt expense of $2.0 million related to the collectability of outstanding receivables from that customer.

Kodiak faces significant competition that may cause it to lose market share and have a material adverse effect on its financial condition.

The compression business is competitive. Kodiak’s ability to renew or replace existing contracts with its customers at rates sufficient to maintain current revenue and cash flows could be adversely affected by the activities of Kodiak’s competitors and Kodiak’s customers. If Kodiak’s competitors substantially increase the resources they devote to the development and marketing of competitive services or substantially decrease the prices at which they offer their services, Kodiak may be unable to compete effectively. Kodiak’s competitors may be able to adapt more quickly to technological changes within its industry and changes in economic and market conditions and more readily take advantage of acquisitions and other opportunities. In addition, Kodiak could face significant competition from new entrants into its industry. Some of these competitors may expand or construct newer, more powerful or more flexible compression fleets, which would create additional competition for Kodiak. All of these competitive pressures could have a material adverse effect on Kodiak’s business, results of operations and financial condition.

Kodiak’s customers may choose to vertically integrate their operations by purchasing and operating their own compression fleet, increasing the number of compression units they currently own, or using alternative technologies for enhancing oil production.

Kodiak’s customers that are significant producers, processors, gatherers and transporters of natural gas and oil may choose to vertically integrate their operations by purchasing and operating their own compression fleets in lieu of using Kodiak’s Compression Operations. The historical availability of attractive financing terms from financial institutions and equipment manufacturers facilitates this possibility by making the purchase of individual compression units increasingly affordable to Kodiak’s customers. In addition, there are many technologies available for the artificial enhancement of oil production, and Kodiak’s customers may elect to use these alternative technologies instead of the gas lift compression operations Kodiak provides. Such vertical integration or use of alternative technologies could result in decreased demand for Kodiak’s Compression Operations, which may have a material adverse effect on Kodiak’s business, results of operations and financial condition, and reduce its cash available for distribution.

After the primary term of Kodiak’s contracts, such contracts are cancellable on 30 to 90 days’ notice, and Kodiak cannot be sure that such contracts will be extended or renewed after the end of the initial contractual term. Any such non-renewals, or renewals at reduced rates or the loss of contracts with any significant customer, could adversely impact Kodiak’s financial results.

The length of Kodiak’s Compression Operations contracts with customers varies based on operating conditions and customer needs. As of September 30, 2023, approximately 6.6 % of Kodiak’s revenue-generating

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horsepower is on a month-to-month basis to customers who continue to utilize Kodiak’s services following expiration of the primary term of their contracts. These customers can generally terminate their month-to-month Compression Operations contracts on 30 to 90 days’ notice. Kodiak cannot be sure that a substantial number of these contracts will be extended or renewed by Kodiak’s customers or that any of Kodiak’s customers will continue to contract with Kodiak. The inability to negotiate extensions or renew a substantial portion of Kodiak’s Compression Operations contracts, the renewal of such contracts at reduced rates, the inability to contract for additional services with Kodiak’s customers, or the loss of all or a significant portion of Kodiak’s services contracts with any significant customer, could lead to a reduction in revenue and net income and could require Kodiak to record additional asset impairments. This could have a material adverse effect upon Kodiak’s business, results of operations and financial condition.

The majority of Kodiak’s operations are located in the Permian Basin and Eagle Ford Shale, making Kodiak vulnerable to risks associated with operating in limited geographic areas.

Kodiak’s operations are geographically concentrated in the Permian Basin and Eagle Ford Shale. As a result, Kodiak may be disproportionately exposed to the impact of regional supply and demand factors in the Permian Basin or Eagle Ford Shale caused by changed governmental regulations, curtailment of production or interruption of the processing or transportation of natural gas and oil produced from the wells in these geographic areas. In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic natural gas and oil producing areas such as the Permian Basin and Eagle Ford Shale, which may cause these conditions to occur with greater frequency or magnify the effects of these conditions. Due to the concentrated nature of Kodiak’s operations, Kodiak could experience any of these same conditions at the same time, resulting in a relatively greater impact on its revenue than these conditions might have on other companies that have more geographically diverse operations.

Kodiak may be unable to effectively integrate the businesses it may acquire, which may impact its operations and limit its growth.

From time to time, Kodiak may choose to make additional business acquisitions, such as the pending Mergers, pursue market opportunities, increase Kodiak’s existing capabilities and expand into new geographic areas of operations. Kodiak may not be successful in integrating any future acquisitions into Kodiak’s existing operations, which may result in unforeseen operational difficulties or diminished financial performance or require a disproportionate amount of Kodiak’s management’s attention. Even if Kodiak is successful in integrating future acquisitions into its existing operations, Kodiak may not derive the benefits, such as operational or administrative synergies, that Kodiak expected from such acquisitions, which may result in the commitment of Kodiak’s capital resources without the expected returns on such capital. Kodiak’s inability to integrate acquisitions successfully into its existing operations may adversely impact its operations and limit its growth.

Kodiak may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that Kodiak may require to finance the acquisition.

Kodiak has financed its operating expenditures and capital expenditures with a combination of cash provided by operating and financing activities. However, to the extent Kodiak is unable to finance its operating expenditures, capital expenditures, scheduled interest and debt repayments and any future dividends with net cash provided by operating activities and borrowings under that certain Fourth Amended and Restated Credit Agreement, dated as of March 22, 2023, among Frontier Intermediate Holding, LLC, Kodiak, the other obligors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (as amended or restated from time to time, the “ABL Credit Agreement”) or future financing arrangements, Kodiak may require additional capital. Periods of instability in the capital and credit markets (both generally and in the natural gas and oil industry in particular) could limit Kodiak’s ability to access these markets to raise debt or equity capital on affordable terms or to obtain additional financing. Among other things, Kodiak’s lenders may seek to increase

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interest rates, enact tighter lending standards, refuse to refinance existing debt at maturity at favorable terms or at all, and may reduce or cease to provide funding to Kodiak. If Kodiak is unable to access the capital and credit markets on favorable terms, or if Kodiak is not successful in raising capital within the time period required or at all, Kodiak may not be able to grow or maintain its business, which could have a material adverse effect on its business, results of operations and financial condition. Additionally, Kodiak may be unable to refinance borrowings under the ABL Credit Agreement.

Kodiak’s fleet may require additional operating or capital expenses to maintain over time, which could adversely impact its financial results.

Kodiak’s fleet may require additional operating or capital expenses to maintain over time, which could adversely impact its financial results. Such costs may include direct costs, such as labor, parts, materials and any other services that are unique in nature to each individual compression unit. The cost of additions or improvements to Kodiak’s fleet could adversely impact its financial results.

Impairment in the carrying value of long-lived assets could reduce Kodiak’s earnings.

Kodiak has a significant number of long-lived assets on its consolidated balance sheet. Under GAAP, Kodiak is required to review its long-lived assets for impairment when events or circumstances indicate that the carrying value of such assets may not be recoverable or such assets will no longer be utilized in the operating fleet. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If business conditions or other factors cause the expected undiscounted cash flows to decline, Kodiak may be required to record non-cash impairment charges. Events and conditions that could result in impairment in the value of Kodiak’s long-lived assets include changes in the industry in which it operates, long-term extended reduction in demand for natural gas and oil, competition, advances in technology, adverse changes in the regulatory environment or other factors leading to a reduction in Kodiak’s expected long-term profitability.

A prolonged downturn in the economic environment could cause an impairment of goodwill or other intangible assets and reduce Kodiak’s earnings.

As of September 30, 2023, Kodiak had approximately $306 million of goodwill and identifiable intangible assets of approximately $125 million. Goodwill is recorded when the purchase price of a business exceeds the fair market value of the tangible and separately measurable intangible net assets. GAAP requires Kodiak to test goodwill for impairment on an annual basis or when events or circumstances occur indicating that goodwill might be impaired. Any event that causes a reduction in demand for Kodiak’s services could result in a reduction of its estimates of future cash flows and growth rates in its business. These events could cause Kodiak to record impairments of goodwill or other intangible assets.

Kodiak has in the past been, and may in the future be, subject to sales tax audits in jurisdictions where Kodiak operates. As a result, Kodiak may incur material unanticipated sales tax liabilities.

Taxing authorities in the jurisdictions in which Kodiak operates have in the past, and may in the future, audit Kodiak or otherwise challenge the amount of sales tax Kodiak has collected or paid. As a result, Kodiak may incur material unanticipated sales tax liabilities. Beginning in October 2019 through April 2023, Kodiak received notices of audits from the State of Texas Comptroller’s office for the periods covering December 2015 through December 2022 (the “Sales Tax Audit”). Based on the information currently available, Kodiak has accrued as of September 30, 2023, a contingent liability of $28.7 million for the periods set forth in the notices of audit. This accrual may not be sufficient to cover the expenses and liabilities related to a future audit for such period.

If Kodiak is unable to make all payments required by any taxing authority as a result of an audit, settlement or otherwise, Kodiak could face additional interest or penalties, or other punitive actions, up to and including

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seizure of its assets or forfeiture of its sales tax permit. Payments and penalties related to sales taxes could have a material adverse effect on Kodiak’s business, financial condition and results of operations.

Kodiak qualifies as a Heavy Equipment Dealer for ad valorem tax purposes under revised Texas statutes. If in the future Kodiak does not qualify as a Heavy Equipment Dealer or Kodiak’s compression units do not qualify as Heavy Equipment because of new or revised Texas statutes or different interpretations by Texas governmental authorities, Kodiak will incur additional taxes, which would adversely impact its results of operations and financial condition.

In 2011, the Texas Legislature enacted changes related to the appraisal of natural gas compression units for ad valorem tax purposes by expanding the definitions of “Heavy Equipment Dealer” and “Heavy Equipment” effective from the beginning of 2012. If legislation is enacted in Texas that repeals or alters the Heavy Equipment statutes or a Texas governmental authority takes a different position such that Kodiak does not qualify as a Heavy Equipment Dealer or Kodiak’s compression units do not qualify as Heavy Equipment, then Kodiak would likely be required to pay additional ad valorem taxes with respect to prior and future periods, which would increase its quarterly cost of sales expense unless passed on to its customers, thereby impacting its future results of operations and financial condition. Kodiak may not be able to pass this cost along to its customers.

Kodiak’s ability to manage and grow its business effectively may be adversely affected if Kodiak loses key members of its management.

Kodiak depends on the continuing efforts of its executive officers, and the departure of any of Kodiak’s executive officers could have a significant negative effect on its business, operating results, financial condition and Kodiak’s ability to compete effectively in the marketplace.

Kodiak might be unable to employ or retain qualified technical personnel, which could hamper its present operations, limit its ability to grow or increase its costs.

Many of the compression units that Kodiak operates are mechanically complex and often must perform in harsh conditions. Kodiak believes that its success depends upon its ability to employ and retain a sufficient number of technical personnel who have the ability to utilize, enhance and maintain these compression units. Kodiak’s ability to maintain and expand its operations depends in part on its ability to utilize, replace, supplement and increase its skilled labor force. The demand for skilled workers is high, and supply is limited, especially in the Permian Basin. A significant increase in the wages paid by competing employers could result in a reduction of Kodiak’s skilled labor force or cause an increase in the wage rates that Kodiak must pay or both. If either of these events were to occur, Kodiak’s cost structure could increase, and its operations and growth potential could be impaired. Employee turnover may also lead to lost productivity and decrease employee engagement, which could adversely impact Kodiak’s business.

Additionally, Kodiak’s ability to hire, train and retain qualified personnel could become more challenging as Kodiak grows and to the extent energy industry market conditions are competitive. When general industry conditions are favorable, the competition for experienced operational and field technicians increases as other energy and manufacturing companies’ needs for the same personnel increases. Kodiak’s ability to grow or even to continue its current level of service to its current customers could be adversely impacted if Kodiak is unable to successfully hire, train and retain these important personnel. In addition, effective succession planning for Kodiak’s employees and expansion planning is important to Kodiak’s long-term success. Failure to achieve these plans could hinder Kodiak’s strategic planning and execution and have a material adverse impact on Kodiak’s business, financial condition or results of operations.

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Any unionization efforts or labor regulation changes in certain jurisdictions in which Kodiak operates could divert management’s attention and could have a materially adverse effect on Kodiak’s operating results or limit Kodiak’s operational flexibility.

Kodiak considers its relationship with its employees to be satisfactory, and none of Kodiak’s employees are represented by a union in collective bargaining with Kodiak. However, efforts could be made by employees and third parties from time to time to unionize portions of Kodiak’s workforce. In addition, Kodiak may be subject to strikes or work stoppages and other labor disruptions in the future. Any unionization efforts, collective bargaining agreements or work stoppages could have a materially adverse effect on Kodiak’s operating results or limit its operational flexibility.

Kodiak depends on a limited number of suppliers, and, particularly as a result of supply chain and logistics disruptions resulting from geopolitical disruptions and the resulting inflationary environment, Kodiak is vulnerable to product shortages, long lead times and price increases, which could have a negative impact on Kodiak’s results of operations.

The substantial majority of the components for Kodiak’s natural gas compression equipment are supplied by a limited number of key vendors. Kodiak’s reliance on these suppliers involves several risks, including price increases and a potential inability to obtain an adequate supply of required components in a timely manner. Kodiak also relies primarily on a limited number of vendors to package and assemble its compression units. Kodiak does not have long-term contracts with these suppliers or packagers, and a partial or complete loss of any of these sources could have a negative impact on Kodiak’s results of operations and could damage its customer relationships. In addition, the preferences of Kodiak’s customers with respect to particular vendors may change, which could require Kodiak to find new vendors. Some of these suppliers manufacture the components Kodiak purchases in a single facility, and any damage to that facility could lead to significant delays in delivery of completed compression units to Kodiak.

If Kodiak is unable to purchase compression equipment or components for its compression equipment on a timely basis to meet the demands of its customers, its existing customers may terminate their contractual relationships with Kodiak, or Kodiak may not be able to compete for business from new or existing customers, which, in each case, could have a material adverse effect on Kodiak’s business, results of operations and financial condition. Further, supply chain bottlenecks could adversely affect Kodiak’s ability to obtain necessary materials, parts or other components used in Kodiak’s operations or increase the costs of such items. A significant increase in the price of such equipment, materials and services and the resulting supply chain and logistics disruptions, or otherwise, could have a negative impact on Kodiak’s business, results of operations, financial condition and cash flows.

Nonperformance by Kodiak’s suppliers or vendors could impact its revenues, increase its expenses and otherwise have a negative impact on Kodiak’s ability to conduct its business, operating results and cash flows.

Weak economic conditions or widespread financial distress could reduce the liquidity of Kodiak’s suppliers or vendors, making it more difficult for them to meet their commitments or obligations to Kodiak. Nonperformance by suppliers or vendors who have committed to provide Kodiak with critical products or services could raise its costs or interfere with Kodiak’s ability to successfully conduct its business.

Kodiak’s operations entail inherent risks that may result in interruption of Kodiak’s operations and/or substantial liability. Kodiak does not insure against all potential losses and could be seriously harmed by unexpected liabilities.

Kodiak’s operations are subject to inherent risks, such as equipment defects, malfunctions and failures, natural disasters and other incidents that can result in uncontrollable flows of gas or well fluids, fires and explosions. In addition, Kodiak’s operations employees spend a significant amount of time driving from location to location, often on busy or statistically dangerous roadways, especially in the Permian Basin, which could lead to an increased risk of vehicular accidents. These risks could cause the interruption of Kodiak’s operations and the operations of its customers, and Kodiak may endure significant loss of health and life of employees and third-persons, equipment damage, revenue losses and reputational harm, all of which could have an adverse effect on

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Kodiak’s business, prospects and financial condition. Moreover, such risks could expose Kodiak to substantial liability for personal injury, death, property damage, pollution and other environmental damages. Kodiak’s insurance may be inadequate to cover its liabilities or subject to cancellation notices. Further, insurance covering the risks Kodiak faces or in the amounts it desires may not be available in the future or, if available, the premiums may not be commercially justifiable. If Kodiak were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, resulted in cancellation of Kodiak’s policy, or if Kodiak were to incur liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be adversely affected.

If Kodiak does not satisfy its mechanical availability guarantee, a customer has the ability to terminate its contracts.

Kodiak’s gas compression contracts provide a guarantee of specified “mechanical availability” of 98.0% to 98.5%. Kodiak defines “mechanical availability” as the percentage of time each month that Kodiak’s Compression Operations equipment is “mechanically available” to compress gas under design and operating conditions set forth in the contract. The calculation for mechanical availability includes any downtime that is incurred as a result of Kodiak’s operations, such as mechanical shutdowns, maintenance events and repairs or overhauls, but does not include any downtime caused by a mechanical failure or shutdown that occurs as a result of improper gas or objectionable liquids or solids in the gas or fuel stream, insufficient gas available for compression or fuel, any shutdown due to the applicable customer’s production or processing operations, or downtime not directly caused by Kodiak, including downtime due to “force majeure” events, such as acts of God, acts related to terrorism, strikes, lockouts and/or accidents. A failure to satisfy mechanical availability requirements under a contract for three consecutive months could result in termination of the applicable contract by the customer, which could have an adverse effect on Kodiak’s financial results.

Terrorist attacks, the threat of terrorist attacks or other sustained military campaigns may adversely impact Kodiak’s results of operations.

The long-term impact of terrorist attacks and the magnitude of the threat of future terrorist attacks on the energy industry in general and on Kodiak in particular are not known at this time. Uncertainty surrounding sustained military campaigns may affect Kodiak’s operations in unpredictable ways, including disruptions of natural gas and oil supplies and markets for natural gas, natural gas liquids and oil and the possibility that infrastructure facilities could be direct targets of, or indirect casualties of, an act of terror or war. Changes in the insurance markets attributable to terrorist attacks may make insurance against such attacks more difficult for Kodiak to obtain, if it chooses to do so. Moreover, the insurance that may be available to Kodiak may be significantly more expensive than its existing insurance coverage. Instability in the financial markets resulting from terrorism or war could also negatively affect its ability to raise capital.

Kodiak’s operations are subject to stringent environmental, health and safety regulations, and changes in these regulations could increase Kodiak’s costs or liabilities.

Kodiak’s operations at customer sites are subject to stringent and complex federal, state and local environmental, health and safety laws and regulations, including laws and regulations governing the discharge of materials into the environment, emissions controls and other environmental protection and occupational health and safety concerns. Environmental laws and regulations, such as the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) and comparable state laws, may impose strict, as well as joint and several, liability for environmental contamination, which could render Kodiak potentially liable for remediation costs, natural resource damages and other damages, regardless of whether Kodiak were responsible for the release or contamination, and even if Kodiak’s operations were lawful at the time of the release or if contamination was caused by third parties. In addition, third parties, including neighboring landowners, could file claims for personal injury, property damage and recovery of response costs. Remediation costs and other damages arising as a result of environmental laws and regulations, and costs associated with changes in existing environmental laws and regulations or the adoption of new environmental laws and regulations over time could

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adversely impact Kodiak’s or its customers’ financial condition or results of operations. Moreover, failure by Kodiak or its customers to comply with these environmental laws and regulations could result in the imposition of administrative, civil and criminal penalties and the issuance of injunctions delaying or prohibiting operations, which could in turn have an adverse impact on Kodiak’s customers and its business.

Kodiak conducts operations in a wide variety of customer locations across the continental U.S. Kodiak’s customers are required to hold certain U.S. federal, state or local environmental permits or other authorizations and may require new or amended facility permits or licenses from time to time with respect to storm water discharges, waste handling or air emissions relating to equipment operations, including compression units, which subject Kodiak’s customers to new or revised permitting conditions that may be onerous or with respect to which compliance may be costly. These permits and authorizations frequently contain numerous compliance requirements, including monitoring and reporting obligations and operational restrictions, such as emissions limits. Given the wide variety of locations in which Kodiak’s customers operate, and the number of environmental permits and other authorizations that are applicable to its customers’ operations, Kodiak’s customers may occasionally identify or be notified of violations of or noncompliance with certain requirements existing under various permits or may be required to obtain additional permits. Although Kodiak does not hold the permits, such noncompliance with required permits or the failure to obtain additional permits by Kodiak’s customers could subject its customers to future penalties, operating restrictions, or delays in obtaining new or amended permits which could in turn have a material adverse effect on Kodiak’s business, financial condition and results of operations.

Environmental, health and safety laws and regulations are constantly evolving and may become increasingly complex and more stringent over time. Future environmental health and safety laws and regulations (or changes to existing laws and regulations) may also negatively impact natural gas and oil exploration, as well as production, gathering and pipeline companies, including Kodiak’s customers, which in turn could have a material adverse effect on Kodiak’s business, financial condition and results of Kodiak’s operations.

New regulations, proposed regulations and proposed modifications to existing regulations under the Clean Air Act, if implemented, could result in increased compliance costs and changes in customers’ demand and desired suppliers.

New regulations or proposed modifications to existing regulations under the Clean Air Act (“CAA”) may lead to adverse impacts on Kodiak’s business, financial condition and results of operations. For example, in 2015, the Environmental Protection Agency (“EPA”) finalized a rule strengthening the primary and secondary National Ambient Air Quality Standards (“NAAQS”) for ground level ozone, both of which are eight-hour concentration standards of 70 parts per billion. In December 2020, the EPA published its decision to retain the 2015 NAAQS for ground-level ozone. In August 2023, the EPA announced a new review of the ozone NAAQS after considering advice provided by the Clean Air Scientific Advisory Committee (“CASAC”). As part of its new review, the EPA is seeking information from the scientific community and the public to guide CASAC’s development of the Integrated Science Assessment prior to the EPA’s expected release of its Integrated Review Plan in the fall of 2024. If the EPA decides to revise the current NAAQS, the states are expected to establish revised attainment/non-attainment regions. State implementation of any revised NAAQS could result in stricter permitting requirements, delay or prohibit Kodiak’s customers’ ability to obtain such permits, and result in increased expenditures for pollution control equipment, which could negatively impact Kodiak’s customers’ operations, increase the cost of additions to property, plants and equipment and negatively impact Kodiak’s business.

In addition, the EPA proposed rules in November 2021 and November 2022 intended to reduce methane emissions from natural gas and oil sources. The proposed rules would make the existing regulations in Subpart OOOOa more stringent and create a Subpart OOOOb to expand reduction requirements for new, modified, and reconstructed natural gas and oil sources, including standards focusing on certain source types that have never been regulated under the CAA (including intermittent vent pneumatic controllers, oil well associated gas, and liquids unloading facilities). In addition, the proposed rule would establish “Emissions Guidelines,” creating a

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Subpart OOOOc that would require states to develop plans to reduce methane emissions from existing sources that must be at least as effective as presumptive standards set by the EPA. The EPA announced a final rule on December 2, 2023, which, among other things, requires the phase out of routine flaring of natural gas from new oil wells and routine leak monitoring at all well sites and compressor stations. Notably, the EPA updated the applicability date for Subparts OOOOb and OOOOc to December 6, 2022, meaning that sources constructed prior to that date will be considered existing sources with later compliance dates under state plans. The final rule gives states, along with federal tribes that wish to regulate existing sources, two years to develop and submit their plans for reducing methane from existing sources. The final emissions guidelines under Subpart OOOOc provide three years from the plan submission deadline for existing sources to comply. Kodiak cannot predict how the EPA and states will implement the final rule; however, Subpart OOOO regulation of air emissions from the natural gas and oil sector could result in increased expenditures for pollution control equipment, which could impact Kodiak’s customers’ operations and negatively impact Kodiak’s business.

Additionally, in August 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”). Among other things, the Inflation Reduction Act includes a methane emissions reduction program that amends the CAA to include a Methane Emissions and Waste Reduction Incentive Program for petroleum and natural gas systems. This program requires the EPA to impose a “waste emissions charge” on certain natural gas and oil sources that are already required to report under the EPA’s Greenhouse Gas Reporting Program. In order to implement the program, the Inflation Reduction Act required revisions to greenhouse gas (“GHG”) reporting regulations for petroleum and natural gas systems (Subpart W) by 2024. In July 2023, the EPA proposed to expand the scope of the Greenhouse Gas Reporting Program for petroleum and natural gas facilities, as required by the Inflation Reduction Act. Among other things, the proposed rule expands the emissions events that are subject to reporting requirements to include “other large release events” and applies reporting requirements to certain new sources and sectors. The rule is currently scheduled to be finalized in 2024 and would take effect on January 1, 2025 for reporting year 2025 (due March 2026) in certain circumstances, with the potential to also impact GHG reporting for reporting year 2024 (due March 2025) in certain circumstances. The fee imposed under the Methane Emissions and Waste Reduction Incentive Program for calendar year 2024 would be $900 per ton emitted over annual methane emissions thresholds, and will increase to $1,200 in 2025, and $1,500 in 2026. Implementation of such programs could increase Kodiak’s operating costs and accelerate the transition away from fossil fuels, which could in turn have an adverse impact on Kodiak’s customers and thus adversely impact Kodiak’s business.

A climate-related decrease in demand for natural gas and oil could negatively affect Kodiak’s business.

Supply and demand for natural gas and oil is dependent upon a variety of factors, many of which are beyond Kodiak’s control. These factors include, among others, the potential adoption of new government regulations, including those related to fuel conservation measures and climate change regulations, technological advances in fuel economy, an economy-wide transition to lower GHG energy sources and energy generation devices. For example, legislative, regulatory or executive actions intended to reduce emissions of GHGs could increase the cost of consuming natural gas and oil, thereby potentially causing a reduction in the demand for such products. A broader transition to alternative fuels or energy sources, whether resulting from potential new government regulation, carbon taxes or consumer preferences, could result in decreased demand for natural gas and oil. Any decrease in demand for these products could consequently reduce demand for Kodiak’s services and could have a negative effect on Kodiak’s business.

Efforts by governments, international bodies, businesses and consumers to reduce GHGs and otherwise mitigate the effects of climate change are ongoing. The nature of these efforts and their effects on Kodiak’s business are inherently unpredictable and subject to change. However, any activism directed at shifting funding and/or demand away from companies with energy-related assets could result in a reduction of funding for the energy sector overall, which could have an adverse effect on Kodiak’s ability to obtain external financing, as well as negatively affect the cost of, and terms for, financing to fund capital expenditures or other aspects of Kodiak’s business.

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Kodiak’s business is subject to climate-related transitional risks, including evolving climate change legislation, regulatory initiatives and stakeholder pressures, which could result in increased operating expenses and capital costs, financial risks and potential reduction in demand for Kodiak’s services.

Combating the effects of climate change continues to attract considerable attention in the United States and internationally, including from regulators, legislators, companies in a variety of industries, financial market participants and other stakeholders. Climate change legislation and regulatory initiatives may arise from a variety of sources, including international, national, regional and state levels of government and associated administrative bodies, seeking to monitor, restrict or regulate existing emissions of GHGs, such as carbon dioxide and methane, as well as to restrict or eliminate future emissions. Accordingly, Kodiak’s business and operations, and those of Kodiak’s customers, are subject to executive, regulatory, political and financial risks associated with natural gas and the emission of GHGs.

Congress has previously considered legislation to restrict or regulate emissions of GHGs. Energy legislation and other initiatives continue to be proposed that may be relevant to GHG emissions issues. A number of states, either individually or through multi-state regional initiatives, have begun to address GHG emissions, primarily through the planned development of emission inventories or regional GHG cap and trade programs. Although most of the state-level initiatives have to date been focused on large sources of GHG emissions, such as electric power plants, it is possible that smaller sources, such as Kodiak’s natural gas-powered compression units, could become subject to GHG-related regulation. Depending on the particular program, Kodiak could be required to control emissions or to purchase and surrender allowances for GHG emissions resulting from Kodiak’s operations. The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments. The Inflation Reduction Act also provides significant funding and incentives for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change.

Independent of Congress, the EPA has promulgated regulations controlling GHG emissions under its existing CAA authority. The EPA has adopted rules requiring many facilities, including petroleum and natural gas systems, to inventory and report their GHG emissions. In May 2023, the EPA also proposed CAA emission limits for new gas-fired combustion turbines, existing coal, oil- and gas-fired steam generating units and certain existing gas fire combustion turbines, and a final rule is anticipated by April 2024. In addition, the EPA rules provide air permitting requirements for certain large sources of GHG emissions. The requirement for facilities and large sources of GHG emissions to obtain and comply with permits will affect some of Kodiak’s customers’ largest new or modified facilities going forward but is not expected to cause Kodiak to incur material costs. As noted above, the EPA has developed additional rules to regulate emissions of methane, considered a GHG, in the natural gas and oil sector.

In an executive order issued on January 20, 2021, President Biden asked the heads of all executive departments and agencies to review and take action to address any federal regulations, orders, guidance documents, policies and any similar agency actions promulgated during the prior administration that may be inconsistent with or present obstacles to the administration’s stated goals of protecting public health and the environment, and conserving national monuments and refuges. The executive order also established an Interagency Working Group on the Social Cost of Greenhouse Gases, which is called on to, among other things, capture the full costs of GHG emissions, including the “social cost of carbon,” “social cost of nitrous oxide” and “social cost of methane,” which are “the monetized damages associated with incremental increases in greenhouse gas emissions,” including “changes in net agricultural productivity, human health, property damage from increased flood risk, and the value of ecosystem services.” The EPA published a final report in December 2023 with the social cost of carbon at $190 per metric ton of carbon dioxide emitted in 2020 at a 2% discount rate. That figure is intended to be used to guide federal decisions on the costs and benefits of various policies and approvals, although such efforts have been the subject of a series of judicial challenges. At this time, Kodiak cannot determine whether the administration’s efforts on social cost or other interagency climate efforts will lead

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to any particular actions that give rise to a material adverse effect on Kodiak’s business, financial condition, results of operations and cash flows.

At the international level, the U.S. joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France (“COP21”), which resulted in an agreement intended to nationally determine the participants’ contributions and set GHG emission reduction goals every five years beginning in 2020 (the “Paris Agreement”). While the Paris Agreement did not impose direct requirements on emitters, national plans to meet its pledge could have resulted in new regulatory requirements. In April 2021, the current administration announced a new “nationally determined contribution” for U.S. GHG emissions that would achieve emissions reductions of at least 50% relative to 2005 levels by 2030. Those national commitments by themselves create no binding requirements on individual companies or facilities, but they do provide indications of the current administration’s policy direction and the types of legislative and regulatory requirements—such as the EPA’s proposed methane rules—that may be needed to achieve those commitments. In September 2021, the U.S. and European Union jointly announced the launch of the “Global Methane Pledge,” which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector. Since its formal launch at the 26th Conference of the Parties in Glasgow, Scotland (“COP26”), over 150 countries have joined the pledge. Additionally, at the 28^th Conference of the Parties (“COP28”), member countries entered into an agreement that calls for actions towards achieving, at a global scale, a tripling of renewable energy capacity and doubling energy efficiency improvements by 2030. The goals of the agreement, among other things, is to accelerate efforts towards the phase-down of unabated coal power, phase out inefficient fossil fuel subsidies, and take other measures that drive the transition away from fossil fuels in energy systems. With the exception of the final EPA methane rules and related updates, which were announced by President Biden at COP28, Kodiak cannot predict whether these pledges made in connection with the Paris Agreement will result in any particular new regulatory requirements or whether such requirements will cause Kodiak to incur material costs. Additionally, the SEC issued a proposed rule in March 2022 that would mandate extensive disclosure of climate-related data, risks, and opportunities, including financial impacts, physical and transition risks, related governance and strategy, and GHG emissions, for certain public companies. According to the most recent SEC rulemaking agenda, the SEC is targeting April 2024 for the finalization of these rules.

Although it is not currently possible to predict how these executive orders, national commitments or any proposed or future GHG or climate change legislation or regulation promulgated by Congress, the states or multi-state regions and their respective regulatory agencies will impact Kodiak’s business, any legislation or regulation of GHG emissions that may be imposed in areas in which Kodiak conducts business or on the assets Kodiak operates could result in increased compliance or operating costs, additional operating restrictions or reduced demand for Kodiak’s services, and could have a material adverse effect on Kodiak’s business, financial condition and results of operations.

Apart from governmental regulation, there are also increasing financial risks for companies in the energy sector as stockholders and bondholders currently invested in energy companies may elect in the future to shift some or all of their investments toward non-fossil fuel energy sources. In recent years, environmental, social and governance (“ESG”) goals and programs, which typically include policies, practices and extralegal targets related to environmental stewardship, social responsibility, and corporate governance, have become an increasing focus of investors and stakeholders across the industry, and companies without robust ESG programs may find access to capital and investors more challenging in the future. For example, certain investment banks and asset managers based both domestically and internationally have announced that they are adopting climate change guidelines for their banking and investing activities. Institutional lenders who provide financing to energy companies such as Kodiak have become more attentive to sustainable lending practices, and some may elect not to provide traditional energy producers or companies that support such producers with funding. ESG considerations may also affect others in the investment community, including investment advisers, sovereign wealth funds, public pension funds, insurance companies and other groups, and may result in their divestment of energy-related equities or otherwise limit their willingness to finance Kodiak’s or its customer’s operations.

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Limitation of investments in and financings for energy companies could result in the restriction, delay or cancellation of infrastructure projects and energy production activities. This potential for reduced access to the capital and financial markets, whether impacting Kodiak’s customers and/or Kodiak’s business, may further adversely affect the demand for and price of Kodiak’s securities.

Furthermore, some scientists have concluded that increasing concentrations of GHGs in the earth’s atmosphere are changing global climate patterns in a manner that results in significant weather-related effects, such as increased frequency and severity of storms, droughts, floods and other such events, in addition to more chronic changes such as shifting temperature, precipitation, and other meteorological patterns. Energy needs could increase or decrease as a result of extreme weather conditions depending on the duration and magnitude of any such climate changes. Increased energy use due to weather changes may require Kodiak to invest in additional equipment to serve increased demand. A decrease in energy use due to weather changes may negatively affect Kodiak’s financial condition through decreased revenues. To the extent the frequency of extreme weather events increases, this could impact Kodiak’s operations in various ways, including damage to Kodiak’s facilities interruptions in service or supply chain, increased insurance premiums or increases to Kodiak’s cost of providing service. Such impacts may be proportionately more severe given the geographical concentration of Kodiak’s operations. Demand for Kodiak’s operations also depends in part on the volume of products being produced, processed and/or transported by Kodiak’s customers, which may also be impacted by similar risks. If any of these results occur, it could have an adverse effect on Kodiak’s assets and operations and cause Kodiak to incur costs in preparing for and responding to them.

Litigation risks also are increasing as a number of parties have sought to bring suit against various natural gas and oil companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts. Should Kodiak be targeted by any such litigation, it may incur liability, which, to the extent that societal pressures or political or other factors are involved, could be imposed without regard to causation or contribution to the asserted damage, or to other mitigating factors. Moreover, any such litigation targeting Kodiak’s customers could negatively impact their operation and, in turn, decrease demand for Kodiak’s operations.

An unfavorable ruling in any such case could significantly impact Kodiak’s operations and could have an adverse impact on its financial condition.

In sum, any legislation, regulatory programs or social pressures related to climate change could increase Kodiak’s costs and require substantial capital, compliance, operating and maintenance costs, reduce demand for Kodiak’s services and reduce Kodiak’s access to financial markets. Current, as well as potential future, laws and regulations that limit emissions of GHGs or that otherwise promote the use of renewable energy over fossil fuel energy sources could increase the cost of Kodiak’s services and, thereby, further reduce demand and adversely affect Kodiak’s sales volumes, revenues and margins.

Regulatory initiatives relating to the protection of endangered or threatened species in the United States could have an adverse impact on Kodiak’s and its customers’ ability to expand operations.

In the United States, the Endangered Species Act (the “ESA”) restricts activities that may affect endangered or threatened species or their habitats. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act (the “MBTA”). To the extent species that are listed under the ESA or similar state or international laws, are protected under the MBTA, or live in the areas where Kodiak or its customers operate, both Kodiak’s and Kodiak’s customers’ abilities to conduct or expand operations and construct facilities could be limited, or Kodiak or Kodiak’s customers could be forced to incur material additional costs.

The designation of previously unidentified endangered or threatened species or new critical or suitable habitat designations could indirectly cause Kodiak to incur additional costs, cause Kodiak’s or its customers’ operations to become subject to operating restrictions or bans, and limit future development activity by Kodiak or

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its customers in affected areas. In June and July 2022, the U.S. Fish and Wildlife Service issued final rules rescinding Trump-era regulations concerning the definition of “habitat” and critical habitat exclusions. In June 2023, the U.S. Fish and Wildlife Service issued three proposed rules governing critical habitat designation and expanding protection options for species listed as threatened pursuant to the ESA. The comment periods for these rules ended in August 2023, and final rules are expected by April 2024. As a result of these rules, the potential designation of previously unprotected species as threatened or endangered or new critical or suitable habitat designations in areas where Kodiak or its customers might conduct operations could result in limitations or prohibitions on Kodiak’s operations and could adversely impact Kodiak’s business. There is also increasing interest in nature-related matters beyond protected species, such as general biodiversity, which may similarly require Kodiak or its customers to incur costs or take other measures which may adversely impact Kodiak’s business or operations.

Increased regulation of hydraulic fracturing could result in reductions of, or delays in, natural gas and oil production by Kodiak’s customers, which could adversely impact Kodiak’s revenue.

A significant portion of Kodiak’s customers’ natural gas and oil production is developed from unconventional sources that require hydraulic fracturing as part of the completion process. Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into the rock formation to stimulate gas production. The U.S. Congress has from time to time considered legislation to amend the Safe Drinking Water Act (“SDWA”) to repeal the exemption for hydraulic fracturing from the definition of “underground injection” and require federal permitting and regulatory control of hydraulic fracturing and disclosure of the chemical constituents of the fluids used in the fracturing process. Scrutiny of hydraulic fracturing activities continues in other ways, with the EPA having commenced a multi-year study of the potential environmental impacts of hydraulic fracturing. In December 2016, the EPA issued a report on the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources “under some circumstances,” noting that the following hydraulic fracturing water cycle activities and local- or regional-scale factors are more likely than others to result in more frequent or more severe impacts: water withdrawals for fracturing in times or areas of low water availability; surface spills during the management of fracturing fluids, chemicals or produced water; injection of fracturing fluids into wells with inadequate mechanical integrity; injection of fracturing fluids directly into groundwater resources; discharge of inadequately treated fracturing wastewater to surface waters; and disposal or storage of fracturing wastewater in unlined pits. To date, the EPA has taken no further action in response to the December 2016 report. Under the federal Clean Water Act (“CWA”), the EPA also prohibits the discharge of wastewater from hydraulic fracturing and certain other natural gas operations to publicly owned wastewater treatment plants.

State and federal regulatory agencies have also recently focused on a possible connection between the operation of injection wells used for natural gas and oil waste disposal and seismic activity. Similar concerns have been raised that hydraulic fracturing may also contribute to seismic activity. When caused by human activity, such events are called induced seismicity. Developing research suggests that the link between seismic activity and wastewater disposal may vary by region, and that only a very small fraction of the tens of thousands of injection wells have been suspected to be, or have been, the likely cause of induced seismicity. In March 2016, the United States Geological Survey identified six states with the most significant hazards from induced seismicity, including Oklahoma, Kansas, Texas, Colorado, New Mexico and Arkansas, some of which are states where Kodiak operates. In light of these concerns, some state regulatory agencies have modified their regulations or issued orders to address induced seismicity. Increased regulation and attention given to induced seismicity could lead to greater opposition to, and litigation concerning, natural gas and oil activities utilizing hydraulic fracturing or injection wells for waste disposal, which could indirectly impact Kodiak’s business, financial condition and results of operations. In addition, these concerns may give rise to private tort suits against Kodiak’s customers from individuals who claim they are adversely impacted by seismic activity they allege was induced. Such claims or actions could result in liability to Kodiak’s customers for property damage, exposure to waste and other hazardous materials, nuisance or personal injuries, and require Kodiak’s customers to expend additional resources or incur substantial costs or losses. This could in turn adversely affect the demand for Kodiak’s services.

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Kodiak cannot predict the future of any such legislation or tort liability. If additional levels of regulation, restrictions and permits were required through the adoption of new laws and regulations at the federal or state level or the development of new interpretations of those requirements by the agencies that issue the required permits, that could lead to operational delays, increased operating costs and process prohibitions that could reduce demand for Kodiak’s Compression Operations, which would materially adversely affect its revenue and results of operations.

Increasing scrutiny and changing stakeholder expectations in respect of ESG and sustainability practices may impose additional costs or risks.

Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG and sustainability practices. A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including increasing attention and demands for action related to climate change, promoting the use of substitutes to fossil fuel products and encouraging the divestment of companies in the fossil fuel industry. Investor advocacy groups, proxy advisory firms, certain institutional investors and lenders, investment funds and other influential investors and rating agencies also are increasingly focused on ESG and sustainability practices and matters and on the implications and social cost of their investments and loans. Kodiak has established a long-term strategy intended to meet ESG-related objectives, which currently includes certain sustainability targets. However, Kodiak cannot guarantee that this long-term strategy will meet its ESG-related objectives. Such initiatives are voluntary, not binding on Kodiak’s business or management and subject to change. Kodiak may determine in its discretion that it is not feasible or practical to implement or complete certain of its ESG-related initiatives, or to meet previously set goals and targets based on cost, timing or other considerations. If Kodiak does not adapt to or comply with investor or other stakeholder expectations and standards on ESG matters (or meet ESG-related goals and targets that Kodiak has set), as they continue to evolve, if Kodiak is perceived to have not responded appropriately or quickly enough to growing concern for ESG and sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, or if estimates, assumptions, and/or third-party information Kodiak currently believes to be reasonable are subsequently considered erroneous or misinterpreted, Kodiak may suffer from reputational damage and its business, financial condition and/or stock price could be materially and adversely affected.

Further, Kodiak’s operations, projects and growth opportunities require it to have strong relationships with various key stakeholders, including its stockholders, employees, suppliers, customers, local communities and others. Kodiak may face pressures from stakeholders, many of whom are increasingly focused on climate change, to prioritize sustainable energy practices, reduce Kodiak’s carbon footprint and promote sustainability while at the same time remaining a successfully operating public company. If Kodiak does not deftly manage expectations across these varied stakeholder interests, such failure could erode Kodiak’s stakeholder trust and thereby affect Kodiak’s brand and reputation. Such erosion of confidence could negatively impact Kodiak’s business through decreased demand and growth opportunities, delays in projects, increased legal action and regulatory oversight, adverse press coverage and other adverse public statements, difficulty hiring and retaining top talent, difficulty obtaining necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms, and difficulty securing investors and access to capital. The occurrence of any of the foregoing could have a material adverse effect on Kodiak’s business and financial condition. In addition, Kodiak expects there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters, which will likely lead to increase compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Such ESG matters may also impact Kodiak’s suppliers or customers, which could augment existing or cause additional impacts to Kodiak’s business or operations.

Kodiak may be involved in legal proceedings that could result in substantial liabilities.

Kodiak is, from time to time, involved in various legal and other proceedings in the ordinary course of its business. Such legal proceedings are inherently uncertain and their results cannot be predicted. Regardless of the

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outcome, such proceedings could have an adverse impact on Kodiak because of legal costs, diversion of management and other personnel and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in liability, penalties or sanctions, as well as judgments, consent decrees or orders requiring a change in Kodiak’s business practices, which could materially and adversely affect Kodiak’s business, operating results and financial condition. Accruals for such liability, penalties or sanctions may be insufficient. Judgments and estimates to determine accruals or a range of losses related to legal and other proceedings could change from one period to the next, and such changes could be material.

Kodiak may be sued by third parties for infringement, misappropriation, dilution or other violation of their intellectual property or proprietary rights.

Third parties may in the future assert that Kodiak has infringed, misappropriated or otherwise violated their intellectual property rights (“IPR”). Such claims, administrative proceedings and litigation may involve patent holding companies or other adverse IPR holders who have no relevant product revenue, and therefore Kodiak’s own IPR may provide little or no deterrence to these rights holders in bringing IPR claims against Kodiak. There may be IPR owned by third parties, including issued or pending patents and trademarks, that cover significant aspects of Kodiak’s technologies, content, branding or business methods, and Kodiak cannot assure that it is not infringing, misappropriating or otherwise violating, and have not infringed, misappropriated or otherwise violated, any third-party IPR or that Kodiak will not be held to have done so or be accused of doing so in the future. Kodiak expects that it may receive in the future notices that claim it allegedly has infringed, misappropriated or otherwise violated third parties’ IPR. Kodiak cannot assure you that it will be able to detect potential or actual misappropriation or infringement of its IPR or trade secrets. Even if Kodiak detects misappropriation or infringement by a third party, it cannot assure you that it will be able to enforce its rights at a reasonable cost, or at all.

Any claim that Kodiak has infringed, misappropriated or otherwise violated IPR of third parties, with or without merit, and whether or not it results in litigation, is settled out of court or is determined in Kodiak’s favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of management and technical personnel from Kodiak’s business. Furthermore, an adverse outcome of a dispute may result in an injunction and could require Kodiak to pay substantial monetary damages, including treble damages and attorneys’ fees, if Kodiak is found to have willfully infringed a third party’s IPR. Any settlement or adverse judgment resulting from such a claim could require Kodiak to enter into a licensing agreement to continue using the technology, content or other IPR that is the subject of the claim; restrict or prohibit Kodiak’s use of such technology, or other IPR; require Kodiak to expend significant resources to redesign Kodiak’s technology or solutions; and require Kodiak to indemnify third parties if they become subject to third party claims relating to IPR that Kodiak licenses or otherwise provides to them, which could be costly. Royalty or licensing agreements, if required or desirable, may be unavailable on terms acceptable to Kodiak, or at all, and may require significant royalty payments and other expenditures. Kodiak may also be required to develop alternative non-infringing technology, which could require significant time and expense. There also can be no assurance that Kodiak would be able to develop or license suitable alternative technology or other IPR to permit Kodiak to continue offering the affected technology. If Kodiak cannot develop or license technology for any allegedly infringing aspect of its business, Kodiak would be forced to limit its service and may be unable to compete effectively. In addition, Kodiak’s rights to IPR and trade secrets may not prevent independent third-party development and commercialization of competing products or services. Any of these events could materially harm Kodiak’s business, financial condition and results of operations.

Kodiak may find it necessary or appropriate to initiate claims or litigation to enforce its IPR or determine the validity and scope of IPR claimed by others. In any lawsuit Kodiak brings to enforce its IPR, a court may refuse to stop the other party from using the technology at issue on grounds that Kodiak’s IPR do not cover the use or technology in question. Further, in such proceedings, the defendant could counterclaim that Kodiak’s IPR is invalid or unenforceable and the court may agree, in which case Kodiak could lose valuable IPR. Litigation is inherently uncertain and any litigation of this nature, regardless of outcome or merit, could result in substantial

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costs and diversion of management and technical resources, any of which could adversely affect Kodiak’s business and results of operations. If Kodiak fails to obtain, maintain, protect and enforce its intellectual property, its business and results of operations may be harmed.

Kodiak’s reliance on third-party components for use in its IT systems could result in delays in service or disrupt its business.

Components of Kodiak’s information technology (“IT”) systems include various types of software and services licensed or provided from unaffiliated third parties, most of which Kodiak obtains on Software as a Service basis, without any ongoing support or maintenance obligations. Kodiak’s business would be disrupted if any of the software or services Kodiak obtains from others or functional equivalents thereof were either no longer available to Kodiak or no longer offered on commercially reasonable terms, or if they fail and Kodiak cannot obtain maintenance and support on reasonable terms. In either case, Kodiak could be required to either redesign its IT systems to function with software or services available from other parties or develop these components itself, which could result in increased costs and could result in delays in services. Furthermore, Kodiak might be forced to limit the features available in its IT system due to changes by its third-party software and service providers, or due to price increases by such vendors. In addition, if Kodiak fails to maintain or renegotiate any of these software or service agreements, Kodiak could face significant delays and diversion of resources in attempting to obtain and integrate functional equivalents.

Kodiak is subject to significant legal and reputational risks and expenses relating to the privacy, use and security of employee and customer information.

Kodiak receives, maintains, and stores the non-public personal information (“PII”) of its employees, vendors, suppliers and customers. The sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by Kodiak. Moreover, there are federal and state laws and regulations regarding privacy and the storing, sharing, use, disclosure, and protection of PII and user data. Specifically, PII is increasingly subject to legislation and regulations in numerous jurisdictions, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. California enacted a privacy law (the “California Consumer Privacy Act” or “CCPA”) which limits how covered entities may collect and use PII, and which came into effect on January 1, 2020. In addition, California enacted, effective January 1, 2023, a privacy law, the California Privacy Rights Act (the “CPRA”), which significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain PII and creating a new state agency to oversee implementation and enforcement efforts. There are more states considering similar privacy laws. Kodiak could be adversely affected if the CCPA, CPRA and other states’ legislation or regulations require changes in Kodiak’s business practices or privacy policies, or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect Kodiak’s business, financial condition and results of operations.

Kodiak has experienced cybersecurity incidents or IT system disruptions in the past, and cybersecurity breaches or IT system disruptions may adversely affect Kodiak’s business in the future.

Kodiak relies on its IT systems to operate and record a significant portion of its business. This may include confidential information or PII belonging to Kodiak, Kodiak’s employees, customers, suppliers, or others. Similar to other companies, Kodiak’s systems and networks, and those of third parties with whom Kodiak does business, may be subject to cybersecurity breaches caused by, among other things, illegal hacking, insider threats, computer viruses, phishing, malware, ransomware, or acts of vandalism or terrorism, or those perpetrated by criminals or nation-state actors. Furthermore, Kodiak may also experience increased cybersecurity risk as some of its personnel work remotely. Kodiak has experienced cyber incidents in the past, although none have been material or had a material adverse effect on Kodiak’s business or financial condition. Kodiak may experience cybersecurity incidents and security breaches in the future. In addition to Kodiak’s own systems and networks, Kodiak uses third-party service providers to process certain data or information on Kodiak’s behalf.

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Due to applicable laws and regulations, Kodiak may be held responsible for cybersecurity incidents attributed to Kodiak’s service providers to the extent it relates to information Kodiak shares with them. Although Kodiak seeks service providers that implement and maintain reasonable security measures, Kodiak cannot control third parties and cannot guarantee that a security breach will not occur in their systems or networks.

Despite Kodiak’s efforts to continually refine its procedures, educate its employees, and implement tools and security measures to protect against such cybersecurity risks, there can be no assurance that these measures will prevent unauthorized access or detect every type of attempt or attack. Kodiak’s potential future upgrades, refinements, tools and measures may not be completely effective or result in the anticipated improvements, if at all, and may cause disruptions in Kodiak’s IT systems. In addition, despite Kodiak’s best efforts, a cyberattack or security breach could go undetected for an extended period of time, and the ensuing investigation of the incident would take time to complete. During that period, Kodiak would not necessarily know the impact to its IT systems, or the costs and actions required to fully remediate, and Kodiak’s initial remediation efforts may not be successful. Additionally, a cyberattack or security breach could be repeated before they are fully contained and remediated. A breach or failure of Kodiak’s systems or networks, critical third-party systems on which Kodiak relies, or those of Kodiak’s customers, vendors or suppliers, could result in an interruption in Kodiak’s operations, unplanned capital expenditures, unauthorized publication of Kodiak’s confidential business or proprietary information, unauthorized release of customer, employee or third party data, theft or misappropriation of funds, violation of privacy or other laws, and exposure to litigation or indemnity claims including resulting from customer-imposed cybersecurity controls or other related contractual obligations. There could also be increased costs to detect, prevent, respond or recover from cybersecurity incidents. Any such breach, or Kodiak’s delay or failure to make adequate or timely disclosures to the public, regulatory or law enforcement agencies or affected individuals following such an event, could have a material adverse effect on Kodiak’s business, reputation, financial position, results of operations and cash flows and cause reputational damage.

Kodiak’s ability to manage its business and monitor its results is highly dependent upon information and communication systems, and a failure of these systems or its enterprise resource planning (“ERP”) system could disrupt its business.

Kodiak is dependent upon a variety of information and communication systems to operate its business, including its ERP system. Any disruptions, delays or deficiencies in these systems, or in the design or implementation of any new ERP system, could adversely affect Kodiak’s ability to effectively run and manage information. Further, Kodiak depends on its ability to gather and promptly transmit accurate information to key decision makers, and Kodiak’s business, results of operations and financial condition may be adversely affected if Kodiak’s information systems fail, even for a short period of time. Failure to properly or adequately address these issues could impact Kodiak’s ability to perform necessary business operations, which could adversely affect Kodiak’s reputation, competitive position, business, results of operations and financial condition.

Kodiak may not realize the intended benefits of its process and technology transformation projects, which could have an adverse effect on its business.

Kodiak continues to evaluate process and technology transformation projects, which will, among other things, consolidate several systems onto a single ERP system. It is possible that Kodiak may not realize the anticipated benefits from these projects. Any such difficulties could have an adverse effect on Kodiak’s business, results of operations and financial condition. In light of the pending Mergers, Kodiak has postponed the near-term implementation of any process and technology transformation projects that would require a material amount of human capital and other resources to complete until a broader technology implementation plan is developed that is capable of supporting the combined companies.

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A financial crisis or deterioration in general economic, business or industry conditions could materially adversely affect Kodiak’s results of operations, financial condition and ability to pay dividends on Kodiak Common Stock.

Concerns over global economic conditions, stock market volatility, energy costs, geopolitical issues, inflation and U.S. Federal Reserve interest rate increases in response, the availability and cost of credit, and slowing of economic growth in the United States and fears of a recession have contributed and may continue to contribute to economic uncertainty and diminished expectations for the global economy.

Concerns about global economic growth can result in a significant adverse impact on global financial markets and commodity prices. In addition, a financial crisis may cause Kodiak to face limitations on its ability to borrow under its debt agreements, service its debt obligations, access the debt and equity capital markets and complete asset purchases or sales, may cause increased counterparty credit risk on its derivative instruments and may lead such counterparties to make Kodiak post collateral guaranteeing Kodiak’s performance.

Further, if there is a financial crisis or the economic climate in the United States or abroad deteriorates, worldwide demand for natural gas or oil could materially decrease, which would likely depress the level of production activity and result in a decline in the demand for Kodiak’s Compression Operations and ultimately materially adversely impact its results of operations and financial condition. If a material adverse change occurs in Kodiak’s business such that an event of default occurs under its debt agreements, the lenders under such agreements may be able to accelerate the maturity of its debt.

Events outside of Kodiak’s control, including an epidemic or outbreak of an infectious disease or the threat thereof, could have a material adverse effect on Kodiak’s business, liquidity, financial condition, results of operations, cash flows and ability to pay dividends on Kodiak Common Stock.

Kodiak faces risks related to pandemics, epidemics, outbreaks or other public health events, or the threat thereof, that are outside of its control, and could significantly disrupt its business and operational plans and adversely affect its liquidity, financial condition, results of operations, cash flows and ability to pay dividends on Kodiak Common Stock. For example, the COVID-19 pandemic adversely affected the global economy and resulted in unprecedented governmental actions in the United States and countries around the world, including, among other things, social distancing guidelines, travel restrictions and stay-at-home orders, among other actions, which caused a significant decrease in activity in the global economy and the demand for oil, and to a lesser extent, natural gas.

The nature, scale and scope of the above-described events, combined with the uncertain duration and extent of governmental actions, prevent Kodiak from identifying all potential risks to its business.

Inflation may adversely affect Kodiak by increasing costs beyond what it can recover through price increases and limit its ability to enter into future traditional debt financing.

Inflation has adversely affected Kodiak by increasing costs of critical components, equipment, labor and other services it may rely on, and continued inflationary pressures could prevent Kodiak from operating at capacity, decreasing its revenues or having an adverse effect on its profitability. In addition, inflation is often accompanied by higher interest rates. Such higher interest rates may affect Kodiak’s ability to enter into future traditional debt financing, as high inflation may result in an increase in cost to borrow.

A deterioration in general economic, business, geopolitical or industry conditions could materially adversely affect Kodiak’s results of operations, financial condition and cash flows.

Concerns over global economic conditions, energy costs, geopolitical issues, including the conflicts between Russia and Ukraine and the Israel-Hamas war, the impacts of the COVID-19 pandemic or a similar global health crisis, inflation, the availability and cost of credit and slow economic growth in the United States have

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contributed to general economic uncertainty and diminished expectations for the global economy. Additionally, acts of protest and civil unrest have caused economic and political disruption in the United States. Meanwhile, continued hostilities in Europe and the Middle East and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the economies of the United States and other countries. If the economic climate in the United States or abroad deteriorates, worldwide demand for energy could destabilize, which could materially adversely affect Kodiak’s and its customers’ operations, financial condition and cash flows.

Kodiak’s ability to use net operating losses (“NOLs”) to offset future income may be limited.

Kodiak’s ability to use any NOLs generated by it could be substantially limited if Kodiak were to experience an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if Kodiak’s “5-percent stockholders,” as defined under Section 382 of the Code, including certain groups of persons treated as “5-percent stockholders,” collectively increased their ownership in Kodiak by more than 50 percentage points over a rolling three-year period. An ownership change can occur as a result of a public offering of Kodiak Common Stock, as well as through secondary market purchases of Kodiak Common Stock and certain types of reorganization transactions. Such a limitation could, for any given year, have the effect of increasing the amount of Kodiak’s U.S. federal income tax liability, which would negatively impact its financial condition and the amount of after-tax cash available for distribution to Kodiak’s stockholders.

Tax legislation and administrative initiatives or challenges to Kodiak’s tax positions could adversely affect its results of operations and financial condition.

Kodiak operates in locations throughout the U.S. and, as a result, Kodiak is subject to the tax laws and regulations of U.S. federal, state and local governments. From time to time, various legislative or administrative initiatives may be proposed that could adversely affect Kodiak’s tax positions. There can be no assurance that Kodiak’s tax provision or tax payments will not be adversely affected by these initiatives. In addition, U.S. federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that Kodiak’s tax positions will not be challenged by relevant tax authorities or that it would be successful in any such challenge. After the consummation of the Mergers, Kodiak will be subject to non-US tax laws that may be significantly different from Kodiak’s current U.S. tax treatment. See the section titled “—Tax Risks Related to the Mergers” beginning on page 39 of this consent statement/prospectus for more information.

Kodiak has identified a material weakness in its internal controls, and Kodiak cannot provide assurances that this weakness will be effectively remediated, or that additional material weaknesses will not occur in the future.

If Kodiak’s internal control over financial reporting or Kodiak’s disclosure controls and procedures are not effective, Kodiak may not be able to accurately report its financial results, prevent fraud, or file its periodic reports in a timely manner.

During the preparation and review of the unaudited interim condensed consolidated financial statements for the three and six month periods ended June 30, 2023 and 2022, Kodiak identified a previously corrected adjusting entry that was erroneously recorded in the three months ended June 30, 2022 and should have been recorded in the three months ended March 31, 2022. This entry was specific to the unrealized (loss) gain on derivatives and did not impact the six month period ended June 30, 2022 financial statements.

While Kodiak is in the process of remedial action to address the material weakness, Kodiak cannot provide any assurance that such remedial measures, or any other remedial measures Kodiak takes, will be effective. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period

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of time and management has concluded, through testing, that these controls are designed and operating effectively. Any failure to design or maintain effective internal control over financial reporting or any difficulties encountered in their implementation or improvement could increase compliance costs, negatively impact the market price of Kodiak Common Stock, or otherwise harm Kodiak’s operating results or cause Kodiak to fail to meet its reporting obligations.

Risks Related to Kodiak’s Relationship with EQT

EQT controls a significant percentage of Kodiak’s voting power, and it is subject to contractual restrictions that may affect Kodiak Holdings’ exercise of its rights to approve corporate actions under the Kodiak Stockholders’ Agreement.

As of September 30, 2023, Kodiak Holdings owns approximately 76.2% of the outstanding Kodiak Common Stock. Frontier Intermediate GP, Inc. is the general partner of Kodiak Holdings. Investment vehicles affiliated with EQT own 100% of the membership interests in Frontier Intermediate GP, Inc., and EQT indirectly has exclusive responsibility for the management and control of such investment vehicles. As such, EQT indirectly has the power to control the business and affairs of Kodiak Holdings. In addition, certain of Kodiak’s directors are currently employed by EQT. Consequently, EQT is able to influence matters that require approval by Kodiak’s stockholders, including the election and removal of directors, changes to Kodiak’s organizational documents, and approval of acquisition offers and other significant corporate transactions. This concentration of ownership will limit your ability to influence corporate matters, and as a result, actions may be taken that do you not view as beneficial. This concentration of stock ownership may also adversely affect the trading price of Kodiak Common Stock to the extent investors perceive a disadvantage in owning stock of a company with a controlling stockholder.

In connection with its initial public offering (the “IPO”), Kodiak entered into the Kodiak Stockholders’ Agreement with Kodiak Holdings, which granted Kodiak Holdings rights to approve certain of Kodiak’s corporate actions, including, among other things, amendments to Kodiak’s organizational documents, equity issuances, incurrence of certain indebtedness, changing the size of the Kodiak Board, dispositions of assets, modifying Kodiak’s dividend policy, consummating a change of control transaction or entering into voluntary liquidation or the commencement of bankruptcy proceedings. In connection with the closing of Kodiak’s IPO, Kodiak Holdings pledged the shares it owns in Kodiak as collateral under that certain Novation, Assignment and Assumption Agreement, dated as of July 3, 2023, by and among Kodiak Services, Frontier Intermediate Holding, LLC, Kodiak Holdings, as the new borrower, the other parties thereto, and Wells Fargo Bank, N.A., as administrative agent (the “Kodiak Holdings Term Loan”), and granted the lenders thereunder certain consent rights over Kodiak Holdings’ exercise of its rights under the Kodiak Stockholders’ Agreement. The lenders under the Kodiak Holdings Term Loan have different interests than Kodiak’s stockholders and may exercise these consent rights in ways that are adverse to the interests of Kodiak’s stockholders. See the section titled “Information about Kodiak—Certain Relationships and Related Party Transactions—Kodiak Holdings—Stockholders’ Agreement” beginning on page 142 of this consent statement/prospectus for more information.

EQT may have interests that conflict with the interests of Kodiak’s other stockholders. Certain of Kodiak’s directors may also have conflicts of interest because they are also employees of EQT, investment advisors to EQT managed funds, or directors or officers of EQT. The resolution of these conflicts of interest may not be in Kodiak’s or your best interests.

EQT may have interests that conflict with the interests of Kodiak’s other stockholders. In connection with the closing of Kodiak’s IPO, EQT pledged its shares in Kodiak as collateral under the Kodiak Holdings Term Loan. The lenders under the Kodiak Holdings Term Loan are funds or accounts managed by (i) the Infrastructure Debt strategy of Ares Management Corporation and (ii) Caisse de dépôt et placement du Québec. Pursuant to the Kodiak Holdings Term Loan, EQT is limited from taking or causing its subsidiaries from approving or taking certain actions without the consent of the lenders, including amending organizational documents, authorizing

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equity issuances in excess of certain thresholds, incurring indebtedness for borrowed money (other than indebtedness under Kodiak’s senior secured asset-based revolving credit facility (as amended, the “ABL Facility”) provided under and governed by the ABL Credit Agreement, certain working capital and ordinary course financings, and indebtedness otherwise permitted by the ABL Facility (other than certain unsecured debt)), materially modifying Kodiak’s dividend policy, entering into certain affiliate transactions or entering into a voluntary liquidation or the commencement of bankruptcy proceedings. These restrictions are consistent with the consent rights held by Kodiak Holdings under the Kodiak Stockholders’ Agreement. See the section titled “Information About Kodiak—Certain Relationships and Related Party Transactions of Kodiak—Kodiak Holdings—Stockholders’ Agreement” beginning on page 142 of this consent statement/prospectus for more information.

In addition, certain of Kodiak’s directors may also have conflicts of interest because they are also employees of EQT, investment advisors to EQT managed funds, or directors or officers of EQT. These positions may conflict with such individuals’ duties as one of Kodiak’s directors or officers regarding business dealings and other matters between EQT and Kodiak. The resolution of these conflicts may not always be in Kodiak’s or your best interest.

EQT is not limited in its ability to compete with Kodiak, and the corporate opportunity provisions in the Kodiak Charter could enable EQT to benefit from corporate opportunities that may otherwise be available to Kodiak.

EQT may invest in other companies in the future that may compete with Kodiak. Conflicts of interest could arise in the future between Kodiak, on the one hand, and EQT, on the other hand, concerning among other things, potential competitive business activities or business opportunities.

Kodiak’s amended and restated certificate of incorporation (the “Kodiak Charter”) provides that, to the fullest extent permitted by applicable law, Kodiak renounce any interest or expectancy in any business opportunity that involves any aspect of the energy equipment or services business or industry and that may be from time to time presented to EQT or any of Kodiak’s directors or officers who is also an employee, partner, member, manager, officer or director of EQT or any affiliate of EQT, even if the opportunity is one that Kodiak might reasonably have pursued or had the ability or desire to pursue if granted the opportunity to do so. The Kodiak Charter provides that no such person or party shall be liable to Kodiak by reason of the fact that such person pursues any such business opportunity or fails to offer any such business opportunity to Kodiak. As a result, any of Kodiak’s directors or officers who is also an employee, partner, member, manager, officer or director of EQT or any affiliate of EQT may become aware, from time to time, of certain business opportunities, such as acquisition opportunities, and may direct such opportunities to other businesses in which they have invested, in which case Kodiak may not become aware of or otherwise have the ability to pursue such opportunity. Further, such businesses may choose to compete with Kodiak for these opportunities. As a result, by renouncing Kodiak’s interest and expectancy in any business opportunity that may be from time to time presented to any member of EQT or an affiliate of EQT or any of Kodiak’s directors or officers who is also an employee, partner, member, manager, officer or director of EQT or any affiliate of EQT, Kodiak’s business or prospects could be adversely affected if attractive business opportunities are procured by such parties for their own benefit rather than for ours. The Kodiak Charter provides that, at any time EQT beneficially owns less than 35% of the shares outstanding of Kodiak Common Stock, any amendment to or adoption of any provision inconsistent with the Kodiak Charter’s provisions governing the renouncement of business opportunities must be approved by the holders of at least 66.66% of the voting power of the outstanding stock of the corporation entitled to vote thereon. See the section titled “Description of Kodiak Common Stock” beginning on page 247 of this consent statement/prospectus for more information. Any actual or perceived conflicts of interest with respect to the foregoing could have an adverse impact on the trading price of Kodiak Common Stock.

A significant reduction by Kodiak Holdings of its ownership interests in Kodiak could adversely affect Kodiak.

Kodiak believes that Kodiak Holdings’ substantial ownership interest in Kodiak provides Kodiak Holdings and its affiliates with an economic incentive to assist Kodiak to be successful. Kodiak Holdings is not subject to

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any obligation to maintain its ownership interest in Kodiak and may elect at any time thereafter to sell all or a substantial portion of or otherwise reduce its ownership interest in Kodiak. If Kodiak Holdings sells all or a substantial portion of its ownership interest in Kodiak, it may have less incentive to assist in Kodiak’s success and its affiliates serving as members of Kodiak’s Board may resign.

Furthermore, the shares that Kodiak Holdings owns are subject to a pledge as collateral under the Kodiak Holdings Term Loan. In the event that Kodiak Holdings is subject to a continuing event of default under the Kodiak Holdings Term Loan, after the expiration of any applicable grace period and subject to the exercise of applicable cure rights, the lenders may foreclose on such shares and acquire a controlling interest in Kodiak. In such case, the lenders would assume Kodiak Holdings’ rights under the Kodiak Stockholders’ Agreement and would thereafter have consent rights over many aspects of Kodiak’s business, including any modifications to Kodiak’s dividend policy and the ability to nominate directors, as more fully described under the section titled “Certain Relationships and Related Party Transactions of Kodiak—Kodiak Holdings—Stockholders’ Agreement” beginning on page 142 of this consent statement/prospectus. The lenders under the Kodiak Holdings Term Loan may have different interests than Kodiak Holdings and may have interests that are different from, or conflict with, those of Kodiak’s other stockholders.

Such actions could adversely affect Kodiak’s ability to successfully implement its business strategies which could adversely affect its cash flows or results of operations.

Risks Related to Kodiak’s Indebtedness

Kodiak’s substantial indebtedness could adversely affect its financial condition and impair Kodiak’s ability to operate its business.

Kodiak has a significant amount of indebtedness. As of September 30, 2023, on an as adjusted basis after giving effect to the consummation of the Mergers, the issuance of the Kodiak Notes, and the anticipated draw down on the ABL Facility in connection with the Refinancing (as defined below), Kodiak’s total long-term debt was approximately $2.5 billion in aggregate principal amount and Kodiak expects to have approximately $1.1 billion of total availability under the ABL Facility, subject to certain restrictions described herein which may reduce such amounts available. Kodiak used the net proceeds from the offering of the Kodiak Notes to reduce outstanding borrowings under the ABL Facility, which it expects to draw down to consummate the Refinancing. Kodiak would have had approximately $1.1 billion of availability under the ABL Facility as of September 30, 2023, pending the expected draw down to consummate the Refinancing.

Subject to the limits contained in the ABL Credit Agreement, Kodiak may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, dividends or for other purposes. If Kodiak does so, the risks related to its substantial indebtedness could intensify. Specifically, Kodiak’s substantial indebtedness could have important consequences, including the following:

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In addition, Kodiak’s ability to refinance Kodiak’s indebtedness prior to maturity is dependent on the condition of the capital and credit markets and Kodiak’s financial condition. Kodiak can provide no assurance that it will be able to refinance its indebtedness or that any indebtedness incurred to refinance Kodiak’s indebtedness will be on comparable terms. See the section titled “Risk Factors—Risk Factors Related to Kodiak’s Business and Industry—Kodiak may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that Kodiak may require” beginning on page 44 of this consent statement/prospectus for more information.

The terms of the ABL Credit Agreement restrict Kodiak’s current and future operations, particularly its ability to respond to changes or to take certain actions.

The ABL Credit Agreement contains restrictive covenants (which contain a number of exceptions and qualifications that may be material) that impose significant operating and financial restrictions on Kodiak and may limit Kodiak’s ability to engage in acts that may be in Kodiak’s long-term best interest, including restrictions on Kodiak’s ability to:

In addition, the ABL Credit Agreement contains certain operating and financial covenants and requires Kodiak to maintain specified financial ratios and satisfy other financial condition tests. Kodiak’s ability to comply with those covenants and meet those financial ratios and tests can be affected by events beyond its control, and Kodiak may be unable to meet them. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Kodiak—Liquidity and Capital Resources—Description of Indebtedness” beginning on page 121 of this consent statement/prospectus for more information.

A breach of the covenants or restrictions under the ABL Credit Agreement could result in an event of default. Such a default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In addition, an event of default

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under the ABL Credit Agreement would permit the lenders under the ABL Credit Agreement to terminate all commitments to extend further credit under that facility. Furthermore, if Kodiak were unable to repay the amounts due and payable under the ABL Credit Agreement, those lenders could proceed against the collateral granted to them to secure that indebtedness. In the event Kodiak’s lenders accelerate the repayment of its borrowings, Kodiak and its subsidiaries may not have sufficient assets to repay that indebtedness. As a result of these restrictions, Kodiak may be:

These restrictions may affect Kodiak’s ability to grow in accordance with Kodiak’s strategy. In addition, Kodiak’s financial results, Kodiak’s substantial indebtedness and Kodiak’s credit ratings could adversely affect the availability and terms of Kodiak’s financing.

Kodiak’s variable rate indebtedness subjects it to interest rate risk, which could cause its debt service obligations to increase significantly.

Borrowings under the ABL Credit Agreement are at variable rates of interest and expose Kodiak to interest rate risk. If interest rates were to increase, Kodiak’s debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and Kodiak’s net income and cash flows, including cash available for servicing Kodiak’s indebtedness, will correspondingly decrease. Kodiak has in the past entered into, and in the future may enter into, interest rate swaps that involve the exchange of floating for fixed rate interest payments to reduce interest rate volatility. However, Kodiak may not maintain interest rate swaps with respect to all of Kodiak’s variable rate indebtedness, and any swaps it enters into may not fully mitigate Kodiak’s interest rate risk.

Kodiak may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy its obligations under its indebtedness, which may not be successful. Kodiak’s ability to generate cash depends on many factors beyond Kodiak’s control.

Kodiak’s ability to make scheduled payments on or refinance its debt obligations depends on its financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond its control. Kodiak may be unable to maintain a level of cash flows from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on its indebtedness.

If Kodiak’s cash flows and capital resources are insufficient to fund its debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness. Kodiak may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow Kodiak to meet its scheduled debt service obligations. The ABL Credit Agreement restricts Kodiak’s ability to dispose of assets and use the proceeds from those dispositions and may also restrict Kodiak’s ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. Kodiak may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

In addition, Kodiak may in the future conduct its operations through subsidiaries, certain of which may not be guarantors of Kodiak’s indebtedness. Accordingly, repayment of Kodiak’s indebtedness may be dependent on

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the generation of cash flow by its subsidiaries and their ability to make such cash available to Kodiak, by dividend, debt repayment or otherwise. Unless they are guarantors of its indebtedness, Kodiak’s subsidiaries do not have any obligation to pay amounts due on Kodiak’s indebtedness or to make funds available for that purpose. Kodiak’s subsidiaries may not be able to, or may not be permitted to, make distributions to enable Kodiak to make payments in respect of Kodiak’s indebtedness. Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit Kodiak’s ability to obtain cash from its subsidiaries. While the ABL Credit Agreement limits the ability of Kodiak’s subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to Kodiak, these limitations are subject to qualifications and exceptions. In the event that Kodiak does not receive distributions from its subsidiaries, Kodiak may be unable to make required principal and interest payments on its indebtedness.

Kodiak’s inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance its indebtedness on commercially reasonable terms or at all, would materially and adversely affect Kodiak’s financial position and results of operations and Kodiak’s ability to satisfy its obligations under the ABL Facility. Kodiak’s ability to generate cash in the future is, to a significant extent, subject to general economic, financial, competitive, legislative, tax, regulatory, environmental and other factors that are beyond Kodiak’s control.

If Kodiak cannot make scheduled payments on its debt, Kodiak will be in default and the lenders under the ABL Facility could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings, and Kodiak could be forced into bankruptcy or liquidation.

Despite Kodiak’s current level of indebtedness, Kodiak and its subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks to Kodiak’s financial condition described above.

Kodiak and its subsidiaries may be able to incur significant additional indebtedness in the future. Although the ABL Credit Agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. If Kodiak incurs any additional indebtedness that ranks equally to Kodiak’s outstanding debt obligations, subject to collateral arrangements, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of Kodiak’s Company. This may have the effect of reducing the amount of proceeds paid to you. These restrictions also will not prevent Kodiak from incurring obligations that do not constitute indebtedness. In addition, as of September 30, 2023, the ABL Facility provided for unused commitments of $396.2 million. Upon consummation of the Mergers, including the application of proceeds received from the Minimum Debt Financing, Kodiak expects to have approximately $1.1 billion of total availability under the ABL Facility, subject to certain restrictions described herein which may reduce such amounts available. Because the borrowing capacity under the ABL Facility is determined on the basis of a fluctuating borrowing base comprised predominantly of eligible accounts receivable, inventory and the appraised value of our compression units, such amounts may not reflect future borrowing capacity. If new debt is added to Kodiak’s current debt levels, the related risks that Kodiak and the guarantors now face could intensify.

Risks Related to Owning Kodiak Common Stock Following the Mergers

Kodiak is a “controlled company” within the meaning of the rules of the NYSE and, as a result, qualifies for, but does not currently rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Kodiak Holdings directly controls (and EQT indirectly controls) a majority of Kodiak’s voting power. As a result, Kodiak is a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and need not comply with certain requirements, including the

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requirement that a majority of the board of directors consist of independent directors and the requirements that Kodiak’s compensation and nominating and governance committees be composed entirely of independent directors. Kodiak does not currently utilize these exemptions. However, for so long as Kodiak qualifies as a “controlled company,” it will maintain the option to utilize some or all of these exemptions. If Kodiak utilizes these exemptions, it may not have a majority of independent directors and Kodiak’s compensation and nominating and governance committees may not consist entirely of independent directors, and such committees will not be subject to annual performance evaluations. Accordingly, in the event Kodiak elects to rely on these exemptions in the future, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. See the section titled “Information About Kodiak—Management—Controlled Company Status” beginning on page 104 of this consent statement/prospectus for more information.

If securities or industry analysts do not publish research reports or publish unfavorable research about Kodiak’s business, the price and trading volume of Kodiak Common Stock could decline.

The trading market for Kodiak Common Stock depends in part on the research reports that securities or industry analysts publish about Kodiak or its business. If securities or industry analysts suspend or cease coverage of Kodiak, the trading price for Kodiak Common Stock and other securities would be negatively affected. In the event one or more of the analysts who covers Kodiak downgrades Kodiak’s securities, the price of Kodiak’s securities would likely decline. If one or more of these analysts ceases to cover Kodiak or fails to publish regular reports on Kodiak, interest in the purchase of Kodiak’s securities could decrease, which could cause the price of Kodiak Common Stock and other securities and their trading volume to decline.

The Kodiak Charter and Kodiak Bylaws contain provisions that could delay, discourage or prevent a takeover attempt even if a takeover might be beneficial to Kodiak’s stockholders, and such provisions may adversely affect the market price of Kodiak Common Stock.

Provisions contained in the Kodiak Charter and Kodiak Bylaws could make it more difficult for a third party to acquire Kodiak. The Kodiak Charter and Kodiak Bylaws also impose various procedural and other requirements, which could make it more difficult for stockholders to effect certain corporate actions. For example, the Kodiak Charter authorizes the Kodiak Board to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock without any vote or action by Kodiak’s stockholders. Thus, the Kodiak Board can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of Kodiak’s capital stock. These rights may have the effect of delaying or deterring a change of control of Kodiak. Additionally, for example, Kodiak’s amended and restated bylaws (the “Kodiak Bylaws”) (i) establish limitations on the removal of directors and on the ability of Kodiak’s stockholders to call special meetings, (ii) include advance notice requirements for nominations for election to the Kodiak Board and for proposing matters that can be acted upon at stockholder meetings, (iii) provide that the Kodiak Board is expressly authorized to adopt, or to alter or repeal, the Kodiak Bylaws, and (iv) provide for a classified board of directors, consisting of three classes of approximately equal size, each class serving staggered three-year terms, so that only approximately one-third of Kodiak’s directors are elected each year.

See the section titled “Description of Kodiak Capital Stock—Anti-Takeover Effects of Provisions of the Kodiak Charter and the Kodiak Bylaws” beginning on page 248 of this consent statement/prospectus for more information. These provisions could limit the price that certain investors might be willing to pay in the future for shares of Kodiak Common Stock.

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The Kodiak Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Kodiak’s stockholders, which could limit Kodiak’s stockholders’ ability to obtain a favorable judicial forum for disputes with Kodiak or its directors, officers, employees or agents.

The Kodiak Charter provides that, unless it consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on Kodiak’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of Kodiak’s directors, officers, employees or agents to Kodiak or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Kodiak Charter or Kodiak Bylaws, or (iv) any action asserting a claim against Kodiak that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Notwithstanding the foregoing sentence, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under U.S. federal securities laws, including the Securities Act and the Exchange Act. Any person or entity purchasing or otherwise acquiring any interest in shares of Kodiak’s capital stock will be deemed to have notice of, and consented to, the provisions of the Kodiak Charter described in the preceding sentences. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Kodiak or its directors, officers, employees or agents, which may discourage such lawsuits against Kodiak and such persons. Alternatively, if a court were to find these provisions of the Kodiak Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Kodiak may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect Kodiak’s business, financial condition or results of operations.

Kodiak cannot assure you that it will be able to pay dividends on the Kodiak Common Stock.

The Kodiak Board may elect to declare cash dividends on the Kodiak Common Stock, subject to its compliance with applicable law, and depending on, among other things, economic conditions, Kodiak’s financial condition, results of operations, projections, liquidity, earnings, legal requirements, and restrictions in the agreements governing Kodiak’s indebtedness (as further discussed below). The declaration and amount of any future dividends is subject to the discretion of the Kodiak Board and Kodiak has no obligation to pay any dividends at any time. Kodiak’s ability to pay dividends depends on Kodiak’s receipt of cash dividends from Kodiak’s operating subsidiaries, which may further restrict Kodiak’s ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of Kodiak’s subsidiaries or covenants under any existing and future outstanding indebtedness Kodiak or its subsidiaries incur. See Note 7 (“Debt and Credit Facilities”) to Kodiak’s annual financial statements.

Kodiak’s ABL Facility contains certain restrictions on its ability to pay dividends. Kodiak may pay dividends (1) when no default or event of default has occurred and is continuing or would result after giving effect to such the payment of such dividends, (2) if (i) the Reversion Date (as defined in the ABL Credit Agreement) has not occurred, availability under the ABL Facility is at least equal to $125 million or (ii) the Reversion Date has occurred, availability under the ABL Facility exceeds the greater of (x) 10% of the total commitments then in effect under the ABL Facility or (y) $200 million and (3) when Kodiak is in compliance with the financial covenants contained in the ABL Credit Agreement applicable at such time. Such financial covenants require that Kodiak maintains (1) an Interest Coverage Ratio (calculated based on the ratio of EBITDA to Interest Expense, each as defined in the ABL Credit Agreement) of not less than 2.50 to 1.00, determined as of the last day of each fiscal quarter and (2) (a) prior to the issuance of unsecured debt (for purposes of this description, an “Unsecured Debt Issuance”), a Leverage Ratio (calculated based on the ratio of Total Debt to EBITDA, each as defined in the ABL Credit Agreement), determined quarterly as of the last day of each fiscal quarter, not to exceed (i) 5.25 to 1.00 for the fiscal quarters ending September 30, 2023 and December 31, 2023, (ii) 5.00 to 1.00 for the fiscal quarter ending March 31, 2024, (iii) 4.75 to 1.00 for the fiscal quarter ending June 30, 2024 and (iv) 4.50 to 1.00 for each fiscal quarter ending on or after September 30, 2024 and (b) after an

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Unsecured Debt Issuance both (x) a Leverage Ratio, determined as of the last day of each fiscal quarter, not to exceed (i) 5.75 to 1.00 for the first four fiscal quarters ending after such Unsecured Debt Issuance and (ii) 5.25 to 1.00 for each fiscal quarter ending thereafter and (y) a Secured Leverage Ratio (calculated based on the ratio of Senior Secured Debt to EBITDA, each as defined in the ABL Credit Agreement) determined as of the last day of each fiscal quarter, not to exceed (i) 3.75 to 1.00 for the first four fiscal quarters ending after such Unsecured Debt Issuance and (ii) 3.25 to 1.00 for each fiscal quarter ending thereafter.

Due to the foregoing, Kodiak cannot assure you that it will be able to pay a dividend in the future or continue to pay a dividend after it commences paying dividends.

Terms of subsequent financings may adversely impact stockholder equity.

If Kodiak raises more equity capital from the sale of Kodiak Common Stock, such equity could be offered at a price more favorable than the then current market price of Kodiak Common Stock. If Kodiak issues debt securities, the holders of the debt would have a claim to Kodiak’s assets that would be prior to the rights of stockholders until the debt is paid. Interest on these debt securities would increase costs and could negatively impact Kodiak’s operating results.

In accordance with Delaware law and the provisions of Kodiak’s certificate of incorporation and the Kodiak Stockholders’ Agreement, Kodiak may issue one or more classes or series of preferred stock that ranks senior in right of dividends, liquidation or voting to Kodiak Common Stock. Preferred stock may have such designations, preferences, limitations and relative rights, including preferences over Kodiak Common Stock respecting dividends and distributions, as the Kodiak Board may determine, and the issuance of preferred stock would dilute the ownership of Kodiak’s existing stockholders. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of Kodiak Common Stock. For example, Kodiak might grant holders of preferred stock the right to elect some number of Kodiak’s directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences Kodiak might assign to holders of preferred stock could affect the residual value of the common stock. The terms of any series of preferred stock may also reduce or eliminate the amount of cash available for payment of dividends to Kodiak’s holders of common stock or subordinate the claims of Kodiak’s holders of common stock to Kodiak’s assets liquidation. Kodiak Common Stock will not be subject to redemption or sinking fund provisions.

Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make Kodiak Common Stock less attractive to investors.

Kodiak qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). An emerging growth company may take advantage of certain reduced reporting and other requirements that are otherwise applicable generally to public companies. Pursuant to these reduced disclosure requirements, emerging growth companies are not required to, among other things, comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, provide certain disclosures regarding executive compensation, hold stockholder advisory votes on executive compensation or obtain stockholder approval of any golden parachute payments not previously approved. In addition, emerging growth companies have longer phase-in periods for the adoption of new or revised financial accounting. Kodiak will cease to be an emerging growth company upon the earliest of (i) the last day of the fiscal year in which Kodiak has $1.235 billion or more in annual revenues; (ii) the date on which Kodiak becomes a “large accelerated filer” (the fiscal year-end on which the total market value of Kodiak’s common equity securities held by non-affiliates is $700 million or more as of June 30); (iii) the date on which Kodiak issues more than $1.0 billion of non-convertible debt securities over a three-year period; or (iv) the last day of the fiscal year following the fifth anniversary of Kodiak’s IPO.

Kodiak intends to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of

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the JOBS Act, until Kodiak is no longer an emerging growth company. If Kodiak were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

Kodiak’s election to use the phase-in periods permitted by this election may make it difficult to compare Kodiak’s financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the longer phase-in periods under Section 107 of the JOBS Act and who will comply with new or revised financial accounting standards. Kodiak cannot predict if investors will find Kodiak Common Stock less attractive because Kodiak will rely on these exemptions. If some investors find Kodiak Common Stock less attractive as a result, there may be a less active trading market for Kodiak Common Stock and Kodiak Common Stock price may be more volatile. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Risks Related to Owning OpCo Units Following the Mergers

OpCo Units will not be listed on any national exchange, may be illiquid and are subject to restrictions in the OpCo LLC Agreement that will govern Kodiak Services and OpCo Units, and the redemption rights with respect to the OpCo Units are subject to significant limitations.

The merger agreement does not require Kodiak Services, and Kodiak Services does not intend, to list its units on a national securities exchange. As a result, OpCo Units will not trade and may be illiquid. Moreover, under the terms of the OpCo LLC Agreement, the OpCo Units will generally not be transferable without the approval of Kodiak, which approval Kodiak may withhold in its sole and absolute discretion, except in limited circumstances as described in the section titled “Description of OpCo Units and Series A Preferred Stock—OpCo Units—Transfer Restrictions” beginning on page 254 of this consent statement/prospectus. The OpCo Units may not ever be traded on a stock exchange or transferrable at prices holders of OpCo Units may find attractive, or at all.

Under the OpCo LLC Agreement, holders of OpCo Units will have the right to cause Kodiak Services to redeem each of such holders’ OpCo Units for either, at Kodiak Services’ election, (i) one share of Kodiak Common Stock (together with the cancellation of one share of Series A Preferred Stock), subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) an equivalent amount of cash. This redemption right, however, is subject to significant limitations. Each holder of OpCo Units may effect a redemption or exchange of an amount of less than 300,000 OpCo Units no more than once per quarter, and the holder must submit for redemption at least 50,000 OpCo Units or, if such holder owns fewer than 50,000 OpCo Units, all the OpCo Units owned by such holder. If the holder of OpCo Units, either alone or concurrently with its affiliates, effects a redemption or exchange of an amount of at least 300,000 OpCo Units, it may only do so no more frequently than five times during any calendar year. Subject to certain limitations, Kodiak may also impose additional limitations and restrictions on the redemption right, or may require holders to redeem all of their OpCo Units, to the extent it determines, in its sole discretion, such limitations and restrictions to be necessary or appropriate to avoid undue risk that Kodiak Services may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code. As a result, holders of OpCo Units may not be able to quickly and in the ordinary course exercise their redemption rights in response to market conditions and their investment objectives. For more information, see the section titled “Description of OpCo Units and Series A Preferred Stock—OpCo Units—Redemptions” beginning on page 253 of this consent statement/prospectus.

If the IRS makes audit adjustments to Kodiak Services’ U.S. federal income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from Kodiak Services, in which case the amount of cash available for distribution to holders of OpCo Units could be substantially reduced.

Under the rules applicable to U.S. federal income tax audits of partnerships, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s

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distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto can be assessed and collected, at the partnership level. In the event of an IRS audit, absent available elections, it is possible Kodiak Services could be required to pay additional taxes, interest and penalties as a result of an audit adjustment. If Kodiak Services is required to make any such payments of taxes, penalties and interest, its cash available for distributions to holders of OpCo Units could be substantially reduced.

Tax Risks Related to Owning Kodiak Common Stock Following the Mergers

The U.S. federal income tax treatment of distributions on Kodiak Common Stock to a U.S. holder will depend upon Kodiak’s tax attributes and the U.S. holder’s tax basis in its Kodiak Common Stock, which are not necessarily predictable and can change over time.

Distributions of cash or other property on Kodiak Common Stock, if any, will constitute dividends for U.S. federal income tax purposes to the extent paid from Kodiak’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed Kodiak’s current and accumulated earnings and profits, the distributions will be treated as a non-taxable return of capital to the extent of the U.S. holder’s tax basis in its shares of Kodiak Common Stock and thereafter as capital gain from the sale or exchange of such shares. Also, if any U.S. holder sells shares of Kodiak Common Stock, the U.S. holder will recognize a gain or loss equal to the difference between the amount realized and the U.S. holder’s tax basis in such shares.

To the extent that the amount of Kodiak’s distributions is treated as a non-taxable return of capital as described above, such distribution will reduce the U.S. holder’s tax basis in its shares of Kodiak Common Stock. Consequently, such excess distributions will result in a corresponding increase in the amount of gain, or a corresponding decrease in the amount of loss, recognized by the U.S. holder upon the sale of shares of Kodiak Common Stock or subsequent distributions with respect to such shares. Additionally, with regard to U.S. corporate holders of Kodiak Common Stock, to the extent that a distribution on Kodiak Common Stock exceeds both Kodiak’s current and accumulated earnings and profits and such U.S. holder’s tax basis in such shares, such U.S. holders would be unable to utilize the corporate dividends-received deduction (to the extent it would otherwise be applicable to such U.S. holder) with respect to the gain resulting from such excess distribution.

Holders are encouraged to consult their tax advisors as to the tax consequences of receiving distributions on Kodiak Common Stock that are not treated as dividends for U.S. federal income tax purposes.

Tax Risks Related to Owning OpCo Units Following the Mergers

The redemption of OpCo Units held by Electing Unitholders following the Mergers is expected to be a taxable transaction for U.S. federal income tax purposes, and the amount of gain, if any, recognized upon a subsequent redemption of OpCo Units could be greater than expected and/or greater than the gain that an Electing Unitholder would have recognized if such Electing Unitholder had instead received Kodiak Common Stock pursuant to the Initial LP Merger.

Unitholders who receive OpCo Units in the Subsequent LP Merger will have a redemption right with respect to such units, subject to Kodiak’s call right. See the section titled “Description of OpCo Units and Series A Preferred Stock—OpCo Units—Redemptions” of this consent statement/prospectus. Exchanges or redemptions of OpCo Units pursuant to the redemption right or call right are expected to be treated for U.S. federal income tax purposes as a sale of such units to Kodiak in a taxable transaction in exchange for the shares of Kodiak Common Stock or cash received with respect to such exchanges or redemptions. If such treatment applies, an Electing Unitholder who receives Kodiak Common Stock (or cash) in exchange for OpCo Units will recognize gain or loss for U.S. federal income tax purposes equal to the difference between such unitholder’s amount realized and adjusted tax basis in the OpCo Units redeemed. The amount of any such gain or loss recognized by such an Electing Unitholder as a result of a redemption will vary depending on each Electing Unitholder’s particular situation at the time of such redemption, including the value of the Kodiak Common Stock (or the amount of cash) received by such Electing Unitholder in the redemption, the adjusted tax basis of the OpCo Units

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redeemed, the extent, if any, to which such Electing Unitholder’s share of Kodiak Services’ nonrecourse liabilities immediately prior to the redemption exceeds such Electing Unitholder’s adjusted tax basis in its OpCo Units redeemed (i.e., such Electing Unitholder’s negative tax basis capital account, if any), and the amount of any suspended passive losses that may be available to a particular unitholder to offset a portion of the gain recognized by the Electing Unitholder. Please also read “Risk Factors—Tax Risks Related to the Mergers—The amount of gain, if any recognized for U.S. federal income tax purposes by Partnership Common Unitholders (other than Electing Unitholders) as a result of the Initial LP Merger could be greater than expected.” above. The amount of such gain could be substantial and could be materially different than the gain, if any, that would be recognized by an Electing Unitholder had such Electing Unitholder not elected to receive the Up-C Consideration and received the Kodiak Common Stock Consideration instead. Eligible Unitholders are strongly encouraged to consult their tax advisors as to the tax consequences of the redemption of OpCo Units and the advisability of electing to receive the Up-C Consideration in lieu of the Kodiak Common Stock Consideration.

Holders of OpCo Units will be required to pay taxes on their share of Kodiak Services’ income, even if they do not receive any cash distributions from Kodiak Services.

Holders of OpCo Units will be required to pay any U.S. federal income taxes, and, in some cases, state and local income taxes on their share of Kodiak Services’ taxable income, even if they do not receive cash distributions from Kodiak Services. Kodiak Services may engage in transactions to deliver and manage liquidity that may result in income and gain to its unitholders without a corresponding cash distribution. For example, if Kodiak Services sells assets and uses the proceeds to repay existing debt or fund capital expenditures, a holder of OpCo Units may be allocated taxable income and gain resulting from the sale without receiving a cash distribution. Further, taking advantage of opportunities to reduce existing debt, such as debt exchanges, debt repurchases, or modifications of Kodiak’s existing debt, could result in “cancellation of indebtedness income” (also referred to as “COD income”) being allocated to holders of OpCo Units as taxable income. Holders of OpCo Units may be allocated COD income, and income tax liabilities arising therefrom may exceed cash distributions. The ultimate effect of any such allocations will depend on the holder’s individual tax position with respect to its units. Holders are encouraged to consult their tax advisors with respect to the consequences to them of COD income.

To the extent Kodiak Services has available cash and subject to the terms of any current or future debt instruments, the OpCo LLC Agreement will require Kodiak Services generally to make pro rata cash distributions to the holders of OpCo Units in an amount sufficient to allow Kodiak to pay its taxes. When Kodiak Services makes such distributions, the holders of OpCo Units generally will be entitled to receive proportionate distributions based on their interests in Kodiak Services at the time of such distribution. However, there can be no assurance that Kodiak Services will make such tax distributions or that any tax distributions received by an Electing Unitholder will be sufficient to allow such Electing Unitholder to pay all of its taxes.

Holders of OpCo Units may be subject to limitation on their ability to deduct interest expense incurred by Kodiak Services.

In general, Kodiak Services is entitled to a deduction for interest paid or accrued on indebtedness properly allocable to its trade or business during Kodiak Services’ taxable year. However, Kodiak Services’ ability to deduct interest paid or accrued on indebtedness properly allocable to a trade or business, “business interest,” may be limited in certain circumstances. Should Kodiak Services’ ability to deduct business interest be limited, the amount of taxable income allocated to Kodiak Services’ unitholders in the taxable year in which the limitation is in effect may increase.

Tax-exempt entities face unique tax issues from owning OpCo Units that may result in adverse tax consequences to them.

Investment in OpCo Units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as IRAs), raises issues unique to them. For example, virtually all of Kodiak Services’ income

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allocated to organizations that are exempt from U.S. federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. Tax-exempt entities should consult a tax advisor before electing to receive OpCo Units pursuant to the Subsequent LP Merger.

Holders of OpCo Units will likely be subject to non-U.S., state and local taxes, and return filing requirements in jurisdictions where they do not live as a result of owning OpCo Units.

In addition to U.S. federal income taxes, holders of OpCo Units will likely be subject to other taxes, including non-U.S., state and local taxes, unincorporated business taxes and estate, inheritance, or intangible taxes that are imposed by the various jurisdictions in which Kodiak Services will conduct business or control property following the Mergers, even if they do not live in any of those jurisdictions. Holders of OpCo Units will likely be required to file non-U.S., state, and local income tax returns and pay non-U.S., state and local income taxes in some or all of these various jurisdictions. Further, holders of OpCo Units may be subject to penalties for failure to comply with those requirements. In the United States, Kodiak Services will own assets and conduct business in many states, most of which currently impose a personal income tax on individuals and an income tax on corporations and other entities. As Kodiak Services makes acquisitions or expands its business, it may own or control assets or conduct business in additional jurisdictions that impose a personal income tax. It is the responsibility of holders of OpCo Units to file all U.S. federal, non-U.S., state and local tax returns and pay any taxes due in these jurisdictions. Holders of OpCo Units should consult with their own tax advisors regarding the filing of such tax returns, the payment of such taxes, and the deductibility of any taxes paid.

In addition, holders of OpCo Units may be subject to tax in one or more non-U.S. jurisdictions as a result of owning OpCo Units if, under the laws of any such jurisdiction, Kodiak Services is considered to be carrying on business there. If holders of OpCo Units are subject to tax in any such jurisdiction, they may be required to file a tax return with, and pay taxes to, that jurisdiction based on their allocable share of Kodiak Services’ income. Kodiak Services may be required to reduce distributions to unitholders on account of any withholding obligations imposed upon Kodiak Services by that jurisdiction in respect of such allocation to the holders of OpCo Units. In addition, the United States may not allow a tax credit for any foreign income taxes that holders of OpCo Units directly or indirectly incur.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This consent statement/prospectus contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. In particular, this consent statement/prospectus includes (without limitation) forward-looking information pertaining to:

This forward-looking information is based on assumptions, estimates and analysis made by Kodiak and the Partnership and their perception of trends, current conditions and expected developments, as well as other factors that are believed by Kodiak and the Partnership to be reasonable and relevant in the circumstances and in light of the Mergers.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Kodiak and the Partnership’s control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking statements. Important factors that could cause Kodiak and the Partnership’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

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All subsequent written and oral forward-looking statements concerning the Mergers or other matters addressed or incorporated in this consent statement/prospectus and attributable to Kodiak or the Partnership or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this consent statement/prospectus. Except to the extent required by applicable law or regulation, Kodiak and the Partnership undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this consent statement/prospectus or to reflect new information or the occurrence of unanticipated events.

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INFORMATION ABOUT CSI COMPRESSCO LP AND CSI COMPRESSCO GP LLC

The Partnership is a publicly traded limited partnership providing contract services related to the exploration and production of oil and natural gas, including natural gas compression services and treating services. Natural gas compression is used for oil and natural gas production, gathering, artificial lift, transmission, processing, and storage. Treating services include removal of contaminants from a natural gas stream and cooling to reduce the temperature of produced gas and liquids. The Partnership also sells used standard compressor packages and provides aftermarket services and compressor package parts and components manufactured by third-party suppliers. The Partnership provides contract compression and treating services and compressor parts and component sales to a broad base of natural gas and oil exploration and production, midstream, transmission, and storage companies operating throughout many of the onshore producing regions of the U.S., as well as in a number of international locations, including the countries of Mexico, Canada, Argentina and Chile. The Partnership’s headquarters are located at 1735 Hughes Landing Boulevard, Suite 200, The Woodlands, Texas 77380. Its phone number is (832) 365-2257 and its website is www.csicompressco.com.

The General Partner is the general partner of the Partnership and both manages and controls the Partnership’s operations. The Partnership relies on the General Partner’s board of directors and executive officers to manage its operations and make decisions on behalf of the Partnership. The General Partner’s headquarters are located at 1735 Hughes Landing Boulevard, Suite 200, The Woodlands, Texas 77380. Its phone number is (832) 365-2257 and its website is www.csicompressco.com.

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INFORMATION ABOUT KODIAK

Unless the context otherwise indicates, all references in this section to “Kodiak,” the “Company,” “we,” “us,” “our” or “ours” or similar words are to Kodiak Gas Services, Inc. and its direct and indirect wholly owned subsidiaries, including Kodiak Gas Services, LLC (and, for avoidance of doubt, do not refer to the Partnership).

Company Overview

We are a leading operator of contract compression infrastructure in the U.S. Our compression operations (“Compression Operations”) are critical to our customers’ ability to reliably produce and transport natural gas and oil to support growing global energy demand. We are a market leader in the Permian Basin, which is the largest producing natural gas and oil basin in the U.S. We operate our large horsepower compression units under stable, fixed-revenue term contracts with blue-chip upstream and midstream customers. As of September 30, 2023, the weighted average initial term for our fixed-revenue term contracts was 35 months, with a weighted average remaining term of 20 months. We believe large horsepower compression units serve more stable applications, receive longer initial contracts, are more likely to be renewed, and produce higher margins, ultimately generating recurring cash flow and return on invested capital. When properly maintained, our compression assets have useful lives in excess of 30 years, consistent with the expected production lives of the key regions where we operate. We believe our partnership-focused business model positions us as the preferred contract compression operator for our customers and creates long-standing relationships. We strategically invest in the training, development, and retention of our highly skilled and dedicated employees and believe their expertise and commitment to excellence enhances and differentiates our business model. Furthermore, we maintain an intense focus on being one of the most sustainable and responsible operators of contract compression infrastructure.

On December 19, 2023, we entered into the merger agreement, pursuant to which the Partnership will become a wholly owned subsidiary of Kodiak Services, our wholly owned subsidiary. For additional information regarding the Mergers, see the section “Information About Kodiak—Recent Developments—Pending Mergers with CSI Compressco” of this consent statement/prospectus. The Partnership is a provider of contract services related to the exploration and production of oil and natural gas, including natural gas compression services and treating services. Treating services include removal of contaminants from a natural gas stream and cooling to reduce the temperature of produced gas and liquids. The Partnership also sells used standard compressor packages and compressor package parts and components manufactured by third-party suppliers and provides aftermarket services. The Partnership sells its services and parts to a broad base of natural gas and oil exploration and production, midstream, transmission, and storage companies operating throughout many of the onshore producing regions of the United States, as well as in a number of international locations, including Mexico, Canada, Argentina and Chile.

As of September 30, 2023, approximately 84% of our existing compression assets were strategically deployed in the Permian Basin and Eagle Ford Shale, which the United States Energy Information Administration (“EIA”) expect to maintain significant production volumes through at least 2050. We believe these two regions have the largest and lowest-cost unconventional resources in the U.S. Additionally, there are significant liquefied natural gas (“LNG”) export projects in development, and overall U.S. LNG export capacity is expected to double by 2027, according to the EIA. We expect this to translate into Permian Basin and Eagle Ford Shale natural gas production growth, requiring substantial additional compression horsepower. We believe these regions will play an increasingly important role in global energy security as the world continues to require reliable and growing natural gas and oil production to support increasing global energy demand. Upon consummation of the Mergers, we will retain our focus in the Permian Basin with approximately 48% of the Partnership’s compression assets located in the Permian Basin.

We are a leader in large horsepower compression, with approximately 81% of our approximately 3.2 million horsepower fleet comprised of compression units larger than 1,000 horsepower. Upon consummation of the

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Mergers, we will acquire approximately 1.2 million of additional aggregate horsepower, approximately 56% of which is associated with large horsepower compression assets, and approximately 74% of the combined horsepower fleet will be comprised of large horsepower compression units. On a pro forma basis, after giving effect to the Mergers, we expect our fleet to include total revenue-generating horsepower of 4.3 million with an average fleet age of approximately six years. Due to lower initial reservoir pressures, production from unconventional resources, such as the Permian Basin and Eagle Ford Shale, requires significantly more compression horsepower than from conventional production. This need for additional horsepower in those regions supports our large horsepower strategy. Additionally, increased demand for large horsepower infrastructure is driven by multi-well pad drilling, overall well density, and large-scale gathering systems.

We believe the quality of our relationships with blue-chip customers, the historical reliability of our compression operations and the structure of our contracts produce stable, recurring cash flow. We derive substantially all of our revenues from fixed-revenue contracts. Approximately 38% and 39% of our compression operations revenue came from our four largest customers for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively. Each of these customers is a S&P 500 constituent and investment grade-rated upstream and midstream company in the Permian Basin. Our partnership-focused business model provides best-in-class reliability, which we believe is critical to securing and maintaining long-term relationships with our customers. Our assets and supporting operations have an industry-leading historical average mechanical availability (which measures the percentage of time in a given period that Compression Operations are being provided or are capable of being provided) of over 99.5% since inception. The combination of the reliability and critical nature of our assets, the superior capabilities of our work force, the strength of our customer relationships and contract structures, and our market leadership in the prolific Permian Basin have resulted in a four-year average fleet utilization of over 99% (which measures the revenue-generating horsepower divided by our total fleet horsepower).

Below is a presentation of both our and CSI Compressco’s average fleet utilization and total revenue-generating horsepower, as well as our average fleet utilization, on a pro forma basis, after giving effect to the Mergers, since 2019:

Countries around the world are moving toward a lower carbon future while needing secure low-cost sources of energy for their citizens. Recent world events have resulted in renewed attention on environmentally

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responsible and secure energy production provided by the U.S., and we are committed to continuing to play a meaningful role in our industry. We are focused on being a resilient and sustainable enterprise, and we have ambitious sustainability goals. We will continue to innovate processes and technologies to assist our customers in meeting their emission reduction goals, while striving to provide a safe, inclusive and supportive environment for our employees and the communities where we operate. Finally, we operate our business with integrity and ethics and maintain a corporate governance structure that includes appropriate oversight and transparency in all aspects of our operations.

Kodiak Business

Our business model is focused on large horsepower contract compression operations, which we believe is central to our customers’ efforts to meet the expected growing natural gas and oil demand from the Permian Basin and other regions in the U.S. Large horsepower compression operations tend to garner longer-term contracts that we believe are more predictable and stable for us and our customers. We believe our focus on customer service in top-tier regions, and the critical nature of our assets results in long-term customer relationships and financial stability for our business.

Our preventative and predictive maintenance and overhaul programs are designed to maximize mechanical availability and extend the useful lives of our assets over multiple decades. These programs allow us to contract our compression assets at rates that are comparable to our newest compression units. Our standardized fleet also enables streamlined and systematic training and on-site maintenance, thereby maximizing uptime for our customers. We are currently implementing advanced systems to proactively analyze and monitor the operating conditions of our equipment, with a focus on maximizing uptime for our customers. Our maintenance culture is foundational to our partnership-focused business model and has allowed us to provide on average 99.5% mechanical availability to our customers.

We believe our customers will continue to outsource their compression infrastructure needs, allowing them to limit their capital investments in compression equipment and increase their free cash flow or deploy capital on projects directly related to their core businesses. By outsourcing compression infrastructure, customers can efficiently address their changing compression requirements over time. Additionally, our customers benefit from the technical skills of our specialized personnel, and our focus on reliability and emissions reduction helps them advance their sustainability goals.

We manage our business through two operating segments: Compression Operations and Other Services. “Compression Operations” consists of operating company-owned and customer-owned compression infrastructure for our customers, pursuant to fixed-revenue contracts to enable the production and gathering of natural gas and oil. “Other Services” consists of a full range of contract services to support the needs of our customers, including station construction, maintenance and overhaul and other ancillary time and material-based offerings. Our Other Services offerings are often cross-sold, bolstering cash flow generation with no associated capital expenditures.

We have a proven track record of steady growth, cash flow generation, strong financial results driven by increasing overall compression demand (particularly for large horsepower compression units), long-standing customer relationships, the fixed-revenue nature of our contracts and best-in-class reliability of our assets. From the years ended December 31, 2021 to 2022 and the nine months ended September 30, 2022 to 2023:

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Additionally, as of September 30, 2023, the aggregate commitments under our ABL Facility, which matures in March 2028, were $2.2 billion. After the consummation of the Mergers, including application of the proceeds received from the Minimum Debt Financing, we expect to have approximately $1.1 billion of total availability under the ABL Facility, subject to certain restrictions described herein which may reduce such amounts available. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Kodiak—Description of Indebtedness” of this consent statement/prospectus.

Adjusted Gross Margin and Adjusted EBITDA are not financial measures calculated in accordance with GAAP, but we believe they provide important perspective regarding our operating results and cash flow. “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Kodiak—Non-GAAP Financial Measures” below contains a description of Adjusted Gross Margin and Adjusted EBITDA and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Kodiak Assets

As of September 30, 2023, our compression asset base consists of 3,051 revenue-generating compression units, amounting to approximately 3.2 million horsepower of owned compression, with an average of 1,058 horsepower per revenue-generating compression unit. The average age of our fleet is 4.3 years and 76% of our compression fleet is less than five years old. Approximately 52% of our fleet is comprised of large horsepower compression units, aligning with the evolving industry demand for such units. Large compression units enable multi-well pad development, reduce downtime, improve overall unit economics and provide lower emissions per horsepower relative to small horsepower compression units. Fleet standardization and continued geographic concentration allow us to lower our cost of operations and improve margins through economies of scale.

Below is a tabular overview of our fleet by horsepower as of September 30, 2023.

We have standardized our fleet and operational processes, creating an effective and seamless fleet maintenance program and spare parts inventory, and efficient and resilient supply chain. Additionally, our assets are designed to serve a wide variety of large horsepower applications, such as gathering, processing and transportation of natural gas and centralized gas lift of oil.

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Our Key Areas of Operation

The following map illustrates the combined company’s key areas of operation and corresponding revenue-generating horsepower as of September 30, 2023, after giving effect to the Mergers:

¹ Reflects revenue-generating horsepower for Kodiak and operating horsepower plus committed horsepower for CSI as of 9/30/2023; ² Other category comprised of CSI figures identified as East and West, and Kodiak figures identified as Appalachia, Haynesville, and Other

HP = Revenue-generating horsepower

We strategically focus on deploying our compression assets in leading onshore U.S. regions with the longest production horizons. We believe partnering with top-tier customers in regions with multi-decade resource life will support continued strong utilization and recontracting of our assets through energy industry and broader macroeconomic cycles. We believe that the Mergers will be complementary to our existing geographic footprint.

Approximately 84% of our existing compression assets are deployed in the Permian Basin and Eagle Ford Shale, which the EIA expects to maintain significant production volumes through at least 2050. Likewise, a majority of the compression assets of the Partnership are located in the Permian Basin. Based on data from the EIA, these Permian Basin and Eagle Ford Shale represented 29% of U.S. Lower 48 natural gas production and 66% of U.S. Lower 48 oil production in 2022.

The Permian Basin and Eagle Ford Shale are connected through long-haul natural gas pipelines to the nearby U.S. Gulf Coast and are critical natural gas supply basins for the LNG export capacity expansion occurring in the region. In addition to the Permian Basin and Eagle Ford Shale, we have assets in the Powder River Basin, Mid-Continent Region, DJ Basin, Appalachian Basin, Barnett Shale / East Texas Region and Black

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Warrior Basin. Below is a table showing revenue-generating horsepower in the areas of operations of the combined company, after giving effect to the Mergers, as of September 30, 2023:

Kodiak Customers and Contracts

We have developed long-term commercial relationships with premier upstream and midstream customers in our key areas of operations. We believe alignment with our customers’ goals is a key differentiator to our business, and we have built a reputation backed by our leading mechanical availability to earn and strengthen customer loyalty. We believe mechanical availability is the key consideration for a customer in making its contract compression decisions. It is our priority to maintain over 99.5% mechanical availability in addition to providing uninterrupted “first-call” service for any and all downtime events across our fleet. This commitment to mechanical availability maximizes total customer operational uptime and revenue stability. We believe these factors make us the leading choice for our customers.

We have developed a systematic and selective customer evaluation methodology, based on key criteria that include customers’ credit rating, size, and geological asset quality. Our four largest customers for the nine months ended September 30, 2023 and for the year ended December 31, 2022 are all S&P 500 constituents and investment grade rated upstream and midstream companies in the Permian Basin. Approximately 85% of initially contracted large horsepower for our top four customers is still in service with those customers today. On a pro forma basis after giving effect to the Mergers, our top ten customers accounted for approximately 42% of our total revenue as of September 30, 2023, and 70% of our top ten customers are investment grade rated. The table below provides further information on our top four customers:

Top 5 Pro Forma Customer Overview

On a pro forma basis after giving effect to the Mergers, approximately 55% of our customers will be comprised of upstream companies and approximately 45% of our customers will be comprised of midstream companies on a horsepower basis as of September 30, 2023.

Our contracts are designed to provide us with predictable, stable, and recurring cash flows through industry and broader macroeconomic cycles. To maximize cash flow stability, our contracts typically include:

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Horsepower by Contract Structure as of September 30, 2023

Additionally, we believe that due largely to our history of high mechanical availability and the multi-decade resource life in our key areas of operations, our customer contracts often are renewed multiple times.

Our customer selection methodology and standardized contract structure have helped insulate our business from industry and broader macroeconomic cycles and have enabled us to drive better customer retention and increase our cash flow.

Our Sustainability Leadership

The energy industry is in a pivotal time as the world moves toward ambitious emissions reduction targets while maintaining affordable and reliable sources of energy. We maintain an intense focus on being one of the most sustainable and responsible operators of contract compression infrastructure. Furthermore, we strive to provide a safe, inclusive and supportive environment for the communities in which we live and the customers and employees with whom we work. We seek to continuously improve our operations, relationships with our stakeholders and ultimately maintain our position as a sustainable and responsible operator of contract compression infrastructure. We have a demonstrated track record of establishing programs and setting tangible targets to achieve initiatives for continuous improvement in each of these areas to create value for all of our stakeholders.

Approximately 96% of our current fleet is lower emissions capable; it is capable of operating in regions with the lowest U.S. regulatory requirements (emissions of 0.5g NOx or less). We also believe it is imperative that we continue to develop and implement innovative strategies and technologies that further reduce emissions intensity and improve the operational reliability of our business. Many of our upstream and midstream customers have significantly increased their commitments to reduce emissions and rely on us to help them achieve their reduction goals. We have also developed several technologies targeting additional emissions reductions including ecoView, our patented emissions monitoring and leak detection system that can be used to monitor, analyze and manage emissions (including GHG emissions) data and operating data from our compressors, and other fugitive methane reduction solutions. We began broad scale integration of ecoView across our large horsepower compression fleet during 2023.

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Electric motor drive compression is also part of our long-term strategy to reduce emissions intensity across our fleet. We have begun deploying electric motor drive compression with select customers and have additional assets that we will deploy in the near future under long-term fixed-revenue contracts. In addition, in select geographic areas where electric infrastructure exists, we assist our customers in building out their electric compression infrastructure.

Our people are vital to the success of our business. As a result, we have developed a robust safety culture that permeates all aspects of our business. Our comprehensive training program emphasizes safety, improving technical skills and professional development for employees across functional areas. This program is further bolstered through a virtual training program currently in development to better prepare our employees to safely address situations in the field. Diversity, equity and inclusion (“DE&I”) are critically important to our organization. We believe that by embracing diversity and promoting inclusion, we can unlock the full potential of our workforce and create a more resilient, innovative and successful organization. Diversity is also important at our board level, where 56% of our board of directors identify as diverse based on gender, race and/or ethnicity. We created the Kodiak Cares Foundation to support employees and charitable causes in the community. We are also committed to supporting veterans and do so through our recruiting and hiring efforts, as well as supporting several causes that assist veterans and active-duty military. We also support our DE&I efforts in general through our outreach efforts.

Meaningful, Highly Actionable Cost Synergies

We have worked to identify various and meaningful cost synergy opportunities within various functions of the combined company. The combination presents an opportunity to achieve meaningful cost savings primarily through elimination of overlapping overhead expenses. We expect total annual cost synergies of approximately $20 million to be executed within an estimated 24 months of closing the Mergers. The total cost synergies are expected to be comprised primarily of (i) the elimination of duplicative headcount and (ii) non-headcount selling, general and administrative expenses. We estimate the associated one-time costs to achieve these cost savings will be approximately $18.6 million. Although the execution of synergies will not begin until closing, the management teams and their respective external consultants have already begun mapping out the synergy realization execution plan. No assurances can be made that those benefits or adjustments will be realized in the amounts expected or within the anticipated timeframes. See “Risk Factors—Risks Related to the Mergers—Kodiak may fail to realize all of the anticipated benefits of the Mergers or those benefits may take longer to realize than expected. Kodiak may also encounter significant difficulties in integrating the Partnership’s

business.”

Competitive Strengths

We believe that the following strengths of our business differentiate us from our competitors, reinforce our leadership position and enable us to capitalize on expected demand growth for natural gas compression infrastructure:

Premier, partnership-focused business model drives long-standing relationships with top-tier customers

We believe that we have a premier, partnership-focused business model that has created long-term relationships with our customers who depend on our Compression Operations as a critical element of their core infrastructure. We treat our customers as partners, helping them optimize their compression infrastructure and bolster their cash flows.

We seek to maximize uptime and revenue for our customers with a historical average mechanical availability of over 99.5%. We maintain 24/7/365 “first-call” service for all instances of downtime across all horsepower classes. We also employ a robust inventory management system to ensure that spare parts required for maintenance and repairs are readily available in close proximity to our fleet. We believe that, upon consummation of the Mergers, our new assets and customers will benefit from this partnership focus. Our operational excellence and partnership-focused business model create substantial value for customers who benefit from increased throughput allowing them to generate additional revenue.

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Mechanical Availability

Our customers are leading upstream and midstream companies operating in the top U.S. natural gas and oil basins. As a testament to the quality of the relationships with our top four customers, approximately 85% of the large horsepower initially contracted with such customers remains under contract.

Stability of our cash flow provides a strong financial profile, supporting our return of capital and growth objectives

We believe that our contract structure provides strong visibility and predictability of cash flows while insulating revenues from industry and broader macroeconomic cycles. Substantially all of our revenue is derived from fixed-revenue contracts that charge a flat monthly rate with annual built-in inflation adjustments, providing us with cash flow stability as well as downside protection. Our 5-year average fleet utilization of over 99% establishes our revenue stability.

Compression costs are a non-discretionary operating expense for our customers. Our business is essential to maintain natural gas and oil production and transmission and is insulated from commodity price fluctuations or drilling and completion activities. Our distinct but essential service enabled us to grow revenue and earnings during the COVID-19 pandemic despite macroeconomic volatility. The versatility of our units to support a variety of applications further enhances the stability of cash flows. Once our compression units are installed on customers’ locations, prolonged production disruptions and significant mobilization and demobilization costs, typically borne by our customers, would be required to displace our installed compression units.

Our disciplined approach to deploying capital with a proven track record of achieving high returns has enabled our significant growth. We order compression units when we have a customer commitment in place. Additionally, our business model benefits from growth capital spending flexibility, which allows us to rapidly increase or decrease spending as industry conditions warrant. This flexibility was evident during the COVID-19 pandemic when we reduced equipment orders and utilized a portion of our additional cash flow to repay outstanding debt. This reduction in growth capital spending was approximately $134 million, representing a 44% reduction to our start of the year budget. Our average utilization for 2020 was 98%.

Our critical natural gas infrastructure in the most prolific U.S. regions is optimally positioned to support natural gas and oil production to satisfy growing global energy demand

We focus on strategically deploying our critical compression assets in leading onshore U.S. regions. We have 84% of our horsepower deployed in the Permian Basin and Eagle Ford Shale and a majority of the horsepower to be acquired in the Mergers is deployed in the Permian Basin. We believe these two regions rank among the largest inventory unconventional resources in the U.S., and based on data from the EIA, represented 29% of U.S. Lower 48 natural gas production and 66% of U.S. Lower 48 oil production in 2022. As these resources continue to be developed, increases in well-density driven by multi-well pad drilling will result in increased demand for large compression equipment, which aligns with our large horsepower strategy.

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Our business supports growing global energy demand by facilitating production of natural gas and oil. The Permian Basin and Eagle Ford Shale are increasingly providing the world with a reliable and secure supply of low-cost natural gas. We believe that projected U.S. Gulf Coast LNG liquefaction capacity additions will require incremental natural gas produced from the Permian Basin and Eagle Ford Shale. Global LNG demand is expected to almost double from 380 million ton per annum (“MTPA”) in 2021 to approximately 700 MTPA by 2040. Increase in demand for U.S. LNG exports to Europe is likely to be driven by the need to backfill the disrupted supply of Russian natural gas.

We have a purpose built, standardized large horsepower compression fleet that is critical to our customers’ operations

We began deploying large horsepower compression units for centralized gas lift in the Permian Basin in 2013, which became the industry standard by 2016. We are an industry leader in large horsepower compression units with approximately 81% of our fleet in large horsepower compression units and an average of 1,058 horsepower per revenue-generating compression unit as of September 30, 2023 and, upon consummation of the Mergers, we will add approximately .650 million additional horsepower from large horsepower compression units. We believe our concentration of large horsepower compression units positions us to obtain longer contract tenor, extended time on location, greater renewal success and higher margins per compression unit relative to smaller horsepower compression units.

An even larger, standardized compression fleet designed to support our customers’ needs results in higher mechanical availability for our customers and lower maintenance costs for us. Our rigorous maintenance program enables our compression units of all ages to operate with similar efficiency and generate similar contract rates. This operational consistency enables us to generate stable revenues through the expected multi-decade operating life of a compression unit.

Differentiated sustainability practices are core to our business model

We see the opportunity to continue to lead our industry in sustainability practices with a keen focus on doing our part to mitigate environmental impact, promote social responsibility and support good governance standards.

Approximately 96% of our current fleet is lower emissions capable; it is capable of operating in regions with the lowest U.S. regulatory requirements (emissions of 0.5g NOx or less). Maintaining a lower emissions capable fleet helps us support our customers’ emissions reduction initiatives. Furthermore, we are deploying large horsepower electric motor drive compression, reducing our emissions intensity across our fleet. Our experience of deploying electric units and working with our customers in building the infrastructure required to power electric compression has allowed us to develop expertise in electric compression construction and operations.

Our strong sustainability commitment also focuses on social and governance aspects. Our employees and the communities that we serve are central to what we do. We have implemented a variety of initiatives to support our people and deliver better service to our customers. DE&I is critically important. We have implemented robust required safety training programs that have resulted in a leading safety record, developed virtual training programs to better prepare our employees for situations in the field, and offer various mentorship and technical training programs that grow our employees’ skillsets.

Founder-led, experienced team with a proven track record of value creation

We are led by our founder and CEO, Robert M. (“Mickey”) McKee, and an experienced management team with a proven track record of value creation. Management’s extensive experience and strong leadership has resulted in a unique culture centered on entrepreneurship, responsibility, and a partnership-focused business

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model. We were founded and operate on the principle that our people, customers and vendors are the foundation of our success. Since our inception, this approach has contributed to significant growth, and we now have a compression fleet of 3.2 million horsepower which is expected to increase to approximately 4.4 million horsepower upon consummation of the Mergers.

Business Strategies

We intend to accomplish our objectives of pursuing disciplined growth and maintaining strong financial and balance sheet flexibility by executing on the following business strategies:

Generate a stable cash flow profile by focusing on fixed-revenue contracts in the lowest cost, largest inventory regions

Our fixed-revenue contract structures with pre-billing of monthly fees insulate our business from fluctuations in commodity prices and provide strong cash flow visibility. We target multi-year contracts with recurring contract renewals to take full advantage of the long-life inventory of our areas of operations.

Our strategic positioning in the Permian Basin and Eagle Ford Shale enables us to capitalize on the large and low-cost existing production base in two of the most critical U.S. natural gas and oil producing regions. We believe that continuing to deploy our assets in these multi-decade resource life regions will help us to maintain high asset utilization through industry and broader macroeconomic cycles and provide cash flow stability.

Continue to focus on reliable and lower emissions capable large horsepower compression infrastructure

Our lower emissions capable large horsepower compression infrastructure assets have an industry-leading historical average mechanical availability of over 99.5%. Our compression operations maximize uptime and, consequently, our customers’ cash flows, while lower emissions assets support our Company’s and our customers’ sustainability goals.

The growing share of unconventional production in the U.S. will continue to support the need for compression, which requires more horsepower compared to that of conventional production. Additionally, as customers continue to shift to multi-well pad drilling, they will increasingly require centralized compression models, relying on large horsepower compression units for their natural gas gathering, processing and transportation and gas lift operations. We believe that our industry leading large horsepower fleet, with approximately 81% of our compression units larger than 1,000 horsepower, and our focus on reliability and lower emissions capability will allow us to benefit from growing demand for these types of assets.

Pursue high return growth opportunities alongside our leading customer base

We have grown our total revenue-generating horsepower since inception in 2011 to approximately 3.2 million horsepower while achieving industry leading fleet utilization and strong margins, and we anticipate adding approximately 1.2 million additional horsepower upon consummation of the Mergers. We believe organic growth opportunities with existing and new customers in our current areas of operation will be a driver of long-term value creation. Increasing well density and the trend toward unconventional resource development will drive the need for additional large horsepower. In addition to expanding our horsepower base, we can grow our revenue base by pursuing ancillary opportunities tailored to our customers’ needs, including station construction and third-party services. Additionally, our compression operations contracts include built-in inflation adjustments resulting in continued growth of our revenue base.

We actively seek to partner and grow with customers who have meaningful acreage positions in long-life and low-cost producing regions with significant infrastructure development needs. We collaborate with our customers to jointly develop long-term solutions designed to optimize their lifecycle compression costs, positioning us as their contract compression operator of choice.

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Maintain conservative balance sheet with flexibility to pursue growth objectives

We plan to maintain conservative balance sheet leverage. We intend to maintain a prudent financial policy which will enable us to maintain our commitment to capital returns while pursuing capital efficient growth projects.

Our disciplined approach to deploying capital with a proven track record of achieving high returns has enabled our significant growth. We typically only order compression units when we have a customer commitment in place.

Invest in attracting, retaining, and developing world-class talent

We believe the quality and relentless focus of our workforce is key to our success and differentiates us from our competitors and positions us as a leader in the compression industry. We seek to attract and retain a diverse workforce with equal employment opportunities and prospects for advancement, which we believe is fundamental to our success. Furthermore, we have made a significant commitment to training our employees across relevant aspects of the business to ensure that they continue to excel in their roles.

Keeping our workforce, customers, vendors, and communities safe is paramount, and we strive to maintain an industry-leading safety record. Our strong organizational safety culture centers around open communication, regular training, and safety reviews, to ensure that our health and safety program is operating to achieve desired outcomes and remains compliant with all applicable laws, rules, and regulations as well as customer requirements.

Compression Industry

Compression is a mechanical process whereby natural gas is compressed to a smaller volume resulting in higher pressures. This process is critical for the production, gathering, and transportation of natural gas as well as for centralized gas lift for oil production. Without the increased pressure, gas cannot flow from the wellhead to end-markets. With the development of unconventional natural gas and oil resources, compression infrastructure becomes even more critical for the following reasons:

Given the essential nature of their operations, compression infrastructure providers benefit from stable cash flows and fixed-revenue contracts. Furthermore, large horsepower compression infrastructure is costly to install and move, and, therefore, operators have increasingly focused on deploying capital into their core business, favoring outsourcing contract compression. By outsourcing, operators can more efficiently address their changing compression needs over time and are able to benefit from the specialized personnel and technical skills that compression infrastructure providers offer.

We believe U.S. compression infrastructure industry growth will be supported by the following factors:

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General Compression Operations Contract Structures

The following discussion describes the material terms generally common to our Compression Operations contracts allocated to our Compression Operations reporting unit. We maintain a general gas compression agreement with each of our customers and separate addenda for each compression unit.

Term and Termination

Our contracts typically have a primary term length between one and seven years, depending on the customer, application, location, and size of the compression unit, with large horsepower typically contracted for a primary term of three to five years. After the expiration of the primary term, our contracts continue on a month-to-month basis until renewed or the contract is terminated by us or our customer, upon written notice. As of September 30, 2023, approximately 6.6% of our revenue-generating horsepower is on a month-to-month contract term.

Mechanical Availability Guarantee and Operations Standards and Specifications

All of our contracts provide a guarantee of specified “mechanical availability,” which we define as the percentage of time each month that our compression operations equipment is “mechanically available” to compress gas under the design and operating conditions set forth in the contract. Our compression operations equipment is typically mechanically available during instances of downtime attributable to events of force majeure or acts or failures to act by the customer (i.e., production-related downtime). Our compression operations equipment is typically not mechanically available during all other instances of downtime including, without limitation, our scheduled maintenance.

We provide Compression Operations under contracts that typically provide that we will supply all compression operations equipment, tools, parts and field service support to meet our customers’ requirements. Our contracts do not specify the compression equipment we will use; instead, the contracts specify required operating conditions and, in consultation with the customer, we determine what equipment is necessary to meet our contractual commitments.

Fees, Taxes and Expenses

Our customers pay a fixed monthly fee for our Compression Operations similar to midstream “take-or-pay contracts.” The majority of our contracts include an annual inflation adjustment to the monthly fee based on a series of the producer price index directly related to our industry. Generally, we bill for our Compression

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Operations on the 15th day of a month for the following month’s Compression Operations (i.e., pre-billed). Payments are generally due within 30 days of the invoice date. If Compression Operations are provided for a partial month, the monthly fee is pro-rated that month and is invoiced “due on receipt.” We are generally responsible for the costs and expenses associated with operation and maintenance of our compression operations equipment, although certain fees and expenses are the responsibility of our customers under the terms of our contracts. For example, fuel gas necessary to operate our compression operations equipment is provided by our customers without cost to us. Further, ad valorem or business personal property taxes assessed on our compression operations equipment are generally reimbursed by our customers, as well as any sales tax related to our Compression Operations. Additionally, our customers are typically responsible for any damage to our compression operations equipment caused by contaminants or liquid carryover in the compressed gas stream or inferior fuel gas.

We generally own the compression operations equipment in our fleet that we use to provide Compression Operations, and we typically bear the risk of loss or damage to our equipment and tools and injury or death to our personnel outside the exceptions set forth in the contracts. Additionally, substantially all of our contracts include provisions eliminating our liability for consequential damages (e.g., damage to formations, lost production, damage to production equipment, etc.).

The vast majority of our contracts require our customers to pay for any out-of-pocket expenses associated with the cost of the mobilization and demobilization of our compression operations equipment to and from their locations.

Our contracts typically provide that both we and our customers are required to carry various types of insurance coverage including, but not limited to, general liability, workers’ compensation, employers’ liability, property, automobile and excess liability insurance.

Marketing and Sales

Our marketing and customer service functions are performed on a coordinated basis by our sales and operations teams. Sales, fleet and operations personnel qualify, analyze and scope new compression applications. Additionally, our salespeople regularly visit our customers to ensure customer satisfaction, to determine a customer’s needs related to existing Compression Operations being provided and to determine the customer’s future compression requirements. This ongoing communication allows us to quickly identify and respond to our customers’ compression requirements and gives us significant insight into their activities.

Suppliers and Service Providers

We rely primarily on key vendors to manufacture, package and assemble our compression operations equipment. Although we rely primarily on these suppliers, we believe alternative sources for natural gas compression operations equipment are generally available if needed. We have not experienced any material supply problems to date.

Competition

The compression operations business is competitive. On a regional basis, we experience competition from numerous smaller companies that may be able to adapt to changes more quickly within our industry and changes in economic conditions, more readily take advantage of available opportunities and adopt more aggressive pricing policies. Additionally, the historical availability of attractive financing terms from financial institutions and equipment manufacturers has made the purchase of individual compression units affordable for our customers. We believe that we compete effectively based on our partnership-focused business model, flexibility in meeting customer needs, price, equipment availability, quality and reliability of our Compression Operations.

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Seasonality

Our results of operations have not historically been materially affected by seasonality, and we do not currently have reason to believe that seasonal fluctuations will have a material impact in the foreseeable future.

Operating Risks and Insurance

We believe that our insurance coverage is customary for the industry and adequate for our business. As is customary in the compression industry, we review our safety equipment and procedures and carry insurance against most, but not all, risks of our business. Losses and liabilities not covered by insurance would increase our costs. The compression business can be hazardous, involving unforeseen circumstances, such as uncontrollable flows of gas or well fluids, fires and explosions or environmental damage. To address the hazards inherent in our business, we maintain insurance coverage that, subject to certain deductibles, includes physical damage coverage, third party general liability insurance, employer’s liability, environmental and pollution and other coverage, although coverage for environmental and pollution related losses is subject to certain limitations. Under the terms of our standard Compression Operations contract, we are responsible for maintaining insurance coverage on our compression equipment. No accidents or incidents have occurred that have caused us to experience a material adverse effect.

Governmental Regulation

We are subject to stringent and complex federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to protection of human health, safety and the environment. These regulations include compliance obligations for air emissions, water quality, wastewater discharges and solid and hazardous waste disposal, as well as regulations designed for the protection of human health and safety and threatened or endangered species. Compliance with these environmental laws and regulations may expose us to significant costs and liabilities and cause us to incur significant capital expenditures in our operations. We are often obligated to assist our customers in obtaining permits or approvals for their operations from various federal, state and local authorities. Permits and approvals can be denied or delayed, which may cause us to lose potential and current customers, interrupt our operations and limit our growth and revenue. Moreover, failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, imposition of remedial obligations and the issuance of injunctions delaying or prohibiting operations. Private parties may also have the right to pursue legal actions to enforce compliance, as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property damage. While we believe that our operations are in substantial compliance with applicable environmental laws and regulations and that continued compliance with current requirements would not have a material adverse effect on us, we cannot predict whether our cost of compliance will materially increase in the future. Any changes in, or more stringent enforcement of, existing environmental laws and regulations, or passage of additional environmental laws and regulations that result in more stringent and costly pollution control equipment, waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on our operations and financial position.

See the section titled “Risk Factors—Risks Related to Kodiak’s Business and Industry—Kodiak’s operations are subject to stringent environmental, health and safety regulation, and changes in these regulations could increase Kodiak’s costs or liabilities” in this consent statement/prospectus. The following is a discussion of material environmental and safety laws that relate to our operations.

Air Emissions

The CAA and comparable state laws regulate emissions of air pollutants from various industrial sources, including natural gas compressors, and impose certain monitoring and reporting requirements. Such emissions are regulated by air emissions permits, which are applied for and obtained through various state or federal

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regulatory agencies. Our standard natural gas Compression Operations contract provides that the customer is responsible for obtaining air emissions permits and assuming the environmental risks related to site operations. In some instances, our customers may be required to aggregate emissions from a number of different sources on the theory that the different sources should be considered a single source. Any such determinations could have the effect of making projects more costly than our customers expected and could require the installation of more costly emissions controls, which could cause some of our customers not to pursue certain projects.

There can be no assurance that future requirements compelling the installation of more costly emission control equipment would not have a material adverse impact on our business, financial condition, results of operations and cash available for distribution. See the section titled “Risk Factors—Risks Related to Kodiak’s Business and Industry—New regulations, proposed regulations and proposed modifications to existing regulations under the Clean Air Act, if implemented, could result in increased compliance costs and changes in customers’ demand and desired suppliers” of this consent statement/prospectus.

Climate Change

Climate change and GHG emissions reduction initiatives continue to attract considerable public and scientific attention. Methane, a primary component of natural gas, and carbon dioxide, a byproduct of the burning of natural gas, are examples of GHGs. In recent years, the U.S. Congress has considered legislation to restrict or regulate GHG emissions. The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events and clean energy and transportation investments. The Inflation Reduction Act of 2022 also provides significant funding for research and development of low-carbon energy production methods, carbon capture and other programs directed at addressing climate change. A number of states have begun to address GHG emissions, primarily through the planned development of emissions inventories or regional GHG cap and trade programs. Depending on the particular program, we could be required to control GHG emissions or to purchase and surrender allowances for GHG emissions resulting from our operations. In order to implement the program, the Inflation Reduction Act required revisions to GHG reporting regulations for petroleum and natural gas systems (Subpart W) by 2024. In July 2023, the EPA proposed to expand the scope of the Greenhouse Gas Reporting Program for petroleum and natural gas facilities, as required by the Inflation Reduction Act. Among other things, the proposed rule expands the emissions events that are subject to reporting requirements to include “other large release events” and applies reporting requirements to certain new sources and sectors. The rule is currently scheduled to be finalized in 2024 and would take effect on January 1, 2025 for reporting year 2025 (due March 2026) in certain circumstances, with the potential to also impact GHG reporting for reporting year 2024 (due March 2025) in certain circumstances. The fee imposed under the Methane Emissions and Waste Reduction Incentive Program for calendar year 2024 would be $900 per ton emitted over annual methane emissions thresholds, and will increase to $1,200 in 2025, and $1,500 in 2026.

Independent of Congress, the EPA has promulgated regulations controlling GHG emissions under its existing CAA authority. The EPA has adopted rules requiring many facilities, including petroleum and natural gas systems, to inventory and report their GHG emissions. In addition, the EPA rules provide air permitting requirements for certain large sources of GHG emissions. The requirement for large sources of GHG emissions to obtain and comply with permits will affect some of our and our customers’ largest new or modified facilities going forward but is not expected to cause us to incur material costs. As noted in the risk factors above (see “Risk Factors—Risks Related to Kodiak’s Business and Industry—New regulations, proposed regulations and proposed modifications to existing regulations under the Clean Air Act, if implemented, could result in increased compliance costs and changes in customers’ demand and desired suppliers”), the EPA has undertaken efforts to regulate emissions of methane (considered a GHG) in the natural gas and oil sector, with the development of additional, more stringent rules under way. In 2015, the EPA finalized a performance standard for integrated gasification combined cycled units and utility boilers based on the use of the best system of emissions reduction that the EPA has determined has been adequately demonstrated for each type of unit. The rule also sets limits for stationary natural gas combustion turbines based on the use of natural gas combined cycle technology. In May 2023, the EPA issued a notice of proposed rulemaking that would revise the limits

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for new gas-fired combustion turbines, existing coal, oil-and gas-fired steam generating units and certain existing gas fire combustion turbines. The initial comment period ended in July 2023, but a supplemental notice of proposed rulemaking was issued in November 2023. The supplemental comment period ended in December 2023, and a final rule is anticipated by April 2024.

At the international level, the U.S. joined the international community at the COP21, which resulted in the Paris Agreement. While the Paris Agreement did not impose direct requirements on emitters, national plans to meet its pledge could have resulted in new regulatory requirements. In April 2021, the current administration announced a new “nationally determined contribution” for U.S. GHG emissions that would achieve emissions reductions of at least 50% relative to 2005 levels by 2030. Those national commitments by themselves create no binding requirements on individual companies or facilities, but they do provide indications of the current administration’s policy direction and the types of legislative and regulatory requirements—such as the EPA’s proposed methane rules—that may be needed to achieve those commitments. In September 2021, the U.S. and European Union jointly announced the launch of the “Global Methane Pledge,” which aims to cut global methane pollution by at least 30% by 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector. Since its formal launch at COP26, over 150 countries have joined the pledge. Additionally, at COP28, member countries entered into an agreement that calls for actions towards achieving, at a global scale, a tripling of renewable energy capacity and doubling energy efficiency improvements by 2030. The goals of the agreement, among other things, is to accelerate efforts towards the phase-down of unabated coal power, phase out inefficient fossil fuel subsidies, and take other measures that drive the transition away from fossil fuels in energy systems. With the exception of the final EPA methane rules and related updates, which were announced by President Biden at COP28, we cannot predict whether these pledges made in connection with the Paris Agreement will result in any particular new regulatory requirements or whether such requirements will cause us to incur material costs. Various state and local governments have also publicly committed to furthering the goals of the Paris Agreement.

Additionally, on March 21, 2022, the SEC issued a proposed rule regarding the enhancement and standardization of mandatory climate-related disclosures for investors. The proposed rule would require registrants to include certain climate-related disclosures in their registration statements and periodic reports, including, but not limited to, information about the registrant’s governance of climate-related risks and relevant risk management processes; climate-related risks that are reasonably likely to have a material impact on the registrant’s business, results of operations, or financial condition and their actual and likely climate-related impacts on the registrant’s business strategy, model, and outlook; climate-related targets, goals and transition plan (if any); certain climate-related financial statement metrics in a note to their audited financial statements; Scope 1 and Scope 2 GHG emissions; and Scope 3 GHG emissions and intensity, if material, or if the registrant has set a GHG emissions reduction target, goal or plan that includes Scope 3 GHG emissions. According to the most recent SEC rulemaking agenda, the SEC is targeting April 2024 for the finalization of these rules. Although the proposed rule’s ultimate date of effectiveness and the final form and substance of these requirements is not yet known and the ultimate scope and impact on our business is uncertain, compliance with the proposed rule, if finalized, may result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on our personnel, systems and resources.

Although it is not currently possible to predict with specificity how any proposed or future GHG legislation, regulation, agreements or initiatives will impact our business, any legislation or regulation of GHG emissions that may be imposed in areas in which we conduct business or on the assets we operate could result in increased compliance or operating costs, additional operating restrictions or reduced demand for our services, and could have a material adverse effect on our business, financial condition and results of operations. See “Risk Factors—Risks Related to Kodiak’s Business and Industry—Kodiak’s business is subject to climate-related transitional risks, including evolving climate change legislation, regulatory initiatives and stakeholder pressures which could result in increased operating expenses and capital costs, financial risks and potential reduction in demand for Kodiak’s services.” Notwithstanding potential risks related to climate change, the International Energy Agency estimates that natural gas and oil will continue to represent a significant share of global energy use through 2040 under some, though not all, future scenarios. However, recent activism directed at shifting funding and/or

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demand away from companies with fossil fuel-related assets could result in limitations or restrictions on certain sources of funding for the energy sector. See “Risk Factors—Risks Related to Kodiak’s Business and Industry—A climate-related decrease in demand for natural gas and oil could negatively affect Kodiak’s business.”

Water Discharge

The CWA and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States (“WOTUS”). The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA and regulations implemented thereunder also prohibit the discharge of dredge and fill material into regulated waters, including jurisdictional wetlands, unless authorized by an appropriately issued permit. The CWA also requires the development and implementation of spill prevention, control and countermeasures, including the construction and maintenance of containment berms and similar structures, if required, to help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture or leak at such facilities. Additionally, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. Federal and state regulatory agencies can impose administrative, civil and criminal penalties, as well as other enforcement mechanisms for non-compliance with discharge permits or other requirements of the CWA and analogous state laws and regulations.

The definition of WOTUS and, relatedly, the scope of federal CWA jurisdiction, have been the subject of notable rulemaking efforts and judicial challenges over several decades, culminating in a recent U.S. Supreme Court decision issued in May 2023. In 2015, the EPA and the U.S. Army Corps of Engineers (“Corps”) issued a rule defining the scope of the EPA’s and the Corps’ jurisdiction over WOTUS under the CWA, which never took effect before being replaced by the Navigable Waters Protection Rule (“NWPR”) in 2020. A coalition of states and cities, environmental groups and agricultural groups challenged the NWPR, which was vacated by a federal district court in August 2021. The EPA and the Corps issued a final rule in January 2023 that redefined the definition of WOTUS, which was disapproved and nullified by the U.S. Senate in March 2023. The definition of WOTUS was further impacted by the U.S. Supreme Court’s decision issued in May 2023 in Sackett v. EPA, wherein the U.S. Supreme Court significantly reduced the reach of WOTUS from its earlier jurisprudence by holding that, under the CWA, the word “waters” refers only to geographical features that are described in ordinary parlance as “streams, rivers, oceans, and lakes” and adjacent wetlands that are indistinguishable from those bodies of water due to a continuous surface connection. In September 2023, EPA and the Corps published a direct-to-final rule redefining WOTUS to amend the January 2023 rule and align with the decision in Sackett. The final rule eliminated the “significant nexus” test from consideration when determining federal jurisdiction and clarified that the CWA only extends to relatively permanent bodies of water and wetlands that have a continuous surface connection with such bodies of water. The final rule is currently subject to challenges in federal district court. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the CWA and analogous state laws and regulations. Spill prevention, control and countermeasure plan requirements imposed under the CWA require appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a hydrocarbon tank spill, rupture or leak. The CWA and analogous state laws also require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. The Oil Pollution Act of 1990, as amended (the “OPA”), amends the CWA and establishes strict liability and natural resource damages liability for unauthorized discharges of oil into waters of the United States. OPA requires owners or operators of certain onshore facilities to prepare facility response plans for a discharge of oil into waters of the United States.

Our Compression Operations do not currently generate process wastewaters that are discharged into waters of the United States and we do not foresee this occurring in the future. In any event, our customers assume responsibility under the majority of our standard gas compression agreements for obtaining any permits that may be required under the CWA, whether for discharges or developing property by filling wetlands. Considerable

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legal uncertainty exists surrounding the standard for what constitutes jurisdictional waters and wetlands subject to the protections and requirements of the CWA.

Safe Drinking Water Act

A significant portion of our customers’ natural gas production is developed from unconventional sources that require hydraulic fracturing as part of the completion process. Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into the rock formation to stimulate gas production. The U.S. Congress has from time to time considered legislation to amend the SDWA to exempt hydraulic fracturing from the definition of “underground injection” and require federal permitting and regulatory control of hydraulic fracturing and disclosure of the chemical constituents of the fluids used in the fracturing process. Scrutiny of hydraulic fracturing activities continues in other ways. In December 2016, the EPA issued a report on the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources “under some circumstances,” noting that the following hydraulic fracturing water cycle activities and local-or regional-scale factors are more likely than others to result in more frequent or more severe impacts: water withdrawals for fracturing in times or areas of low water availability; surface spills during the management of fracturing fluids, chemicals or produced water; injection of fracturing fluids into wells with inadequate mechanical integrity; injection of fracturing fluids directly into groundwater resources; discharge of inadequately treated fracturing wastewater to surface waters; and disposal or storage of fracturing wastewater in unlined pits. To date, the EPA has taken no further action in response to the December 2016 report. Under the federal CWA, the EPA also prohibits the discharge of wastewater from hydraulic fracturing and certain other natural gas operations to publicly owned wastewater treatment plants.

State and federal regulatory agencies have also recently focused on a possible connection between the operation of injection wells used for natural gas and oil waste disposal and seismic activity. Increased regulation and attention given to induced seismicity could lead to greater opposition to, and litigation concerning, natural gas and oil activities utilizing hydraulic fracturing or injection wells for waste disposal, which could indirectly impact our business, financial condition and results of operations. See “Risk Factors—Risks Related to Kodiak’s Business and Industry—Increased regulation of hydraulic fracturing could result in reductions of, or delays in, natural gas and oil production by our customers, which could adversely impact our revenue.”

We cannot predict the future of any such legislation and what additional, if any, provisions would be included. If additional levels of regulation, restrictions and permits were required through the adoption of new laws and regulations at the federal or state level or the development of new interpretations of those requirements by the agencies that issue the required permits could lead to operational delays, increased operating costs and process prohibitions that could reduce demand for our Compression Operations, which would materially adversely affect our revenue and results of operations.

Solid Waste

The Resource Conservation and Recovery Act (“RCRA”) and comparable state laws control the management and disposal of hazardous and non-hazardous waste. These laws and regulations govern the generation, storage, treatment, transfer and disposal of wastes that we generate including, but not limited to, used oil, antifreeze, filters, sludges, paint, solvents and sandblast materials. The EPA and various state agencies have limited the approved methods of disposal for these types of wastes. Drilling fluids, produced waters and most of the other wastes associated with the exploration, development and production of natural gas, natural gas liquids and oil, if properly handled, are currently exempt from regulation as hazardous waste under RCRA and, instead, are regulated under RCRA’s less stringent non-hazardous waste provisions, state laws or other federal laws. However, it is possible that certain natural gas, natural gas liquids and oil drilling and production wastes now classified as non-hazardous could be classified as hazardous wastes in the future. Any such change could result in

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an increase in the costs to manage and dispose of wastes, which could increase the costs of our customers’ operations.

Site Remediation

CERCLA and comparable state laws impose strict, joint and several liability without regard to fault or the legality of the original conduct on certain classes of persons that are considered to have contributed to the release of a hazardous substance into the environment. These persons include the owner and operator of a disposal site where a hazardous substance release occurred and any company that transported, disposed of or arranged for the transport or disposal of hazardous substances released at the site. Under CERCLA, such persons may be liable for the costs of remediating the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. Additionally, where contamination may be present, it is not uncommon for the neighboring landowners and other third parties to file claims for personal injury, property damage and recovery of response costs. Although we generate materials in the course of our operations that may be regulated as hazardous substances, we have not received notification that we may be potentially responsible for cleanup costs under CERCLA at any site.

While we do not currently own or lease any facilities or properties for storage or maintenance of our inactive compression operations equipment, we may use third-party properties for such storage and possible maintenance and repair activities. Additionally, our active compression operations equipment typically is installed on properties owned or leased by third-party customers and operated by us pursuant to terms set forth in the contracts executed by those customers. Under most of our contracts, our customers must contractually indemnify us for certain damages we might incur as a result of the release into the environment of hazardous and toxic substances. We are not currently responsible for any remedial activities at any properties we use; however, there is always the possibility that our future use of those properties may result in spills or releases of petroleum hydrocarbons, wastes or other regulated substances into the environment that may cause us to become subject to remediation costs and liabilities under CERCLA, RCRA or other environmental laws. We cannot provide any assurance that the costs and liabilities associated with the future imposition of such remedial obligations upon us would not have a material adverse effect on our operations or financial position.

Endangered Species Act and Migratory Birds

The ESA was established to protect endangered and threatened species. Pursuant to the ESA, if a species is listed as threatened or endangered, restrictions may be imposed on activities adversely affecting that species’ habitat. The U.S. Fish and Wildlife Service may designate critical habitat and suitable habitat areas it believes are necessary for survival of a threatened or endangered species. While some of our facilities are in areas that may be designated as a habitat for endangered species, we believe that we are in substantial compliance with the ESA. Similar protections are offered to migratory birds under the MBTA and to bald and golden eagles under the Bald and Golden Eagle Protection Act. The presence of any protected species or the final designation of previously unprotected species as threatened or endangered in areas where we operate could result in increased costs from species protection measures or could result in limitations, delays, or prohibitions on our customers’ exploration and production activities.

Safety and Health

The Occupational Safety and Health Act (“OSHA”) and comparable state laws and regulations govern the protection of the health and safety of employees. The OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of CERCLA and similar state statutes and regulations require that we organize and, as necessary, disclose information about hazardous materials used or produced in our operations to various federal, state and local agencies, as well as employees. Other OSHA standards regulate specific worker safety aspects of our operations.

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Properties

We do not currently own or lease any material facilities or properties for storage or maintenance of our compression units. As of September 30, 2023, our headquarters consisted of 13,320 square feet of leased space located at 15320 Highway 105 W, Suite 210, Montgomery, Texas 77356, and 13,279 square feet of leased space located at 15258 Highway 105 W, Suite 200, Montgomery, Texas 77356. In 2024, Kodiak will relocate its corporate headquarters to a leased space consisting of 53,060 square feet located at 9950 Woodloch Forest Drive, The Woodlands, Texas 77380.

Legal Proceedings

From time to time, we and our subsidiaries may be involved in various claims and litigation arising in the ordinary course of business. In management’s opinion, the resolution of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

Beginning in October 2019 through April 2023, we received notices of audits from the State of Texas Comptroller’s office for the periods covering December 2015 through December 2022. Based on the timing and nature of a previous settlement, we may receive similar treatment on settlement of our sales tax liability. We are actively in settlement discussions with the Comptroller, and if necessary, we will exhaust our administrative remedies to the maximum extent possible. See “Risk Factors—Risks Related to Kodiak’s Business and Industry—Kodiak has in the past been, and may in the future be, subject to sales tax audits in jurisdictions where Kodiak operates. As a result, Kodiak may incur material unanticipated sales tax liabilities.”

Human Capital

Employees

As of September 30, 2023, we had 774 full-time employees. None of our employees are subject to collective bargaining agreements.

We consider our employees to be our greatest asset and believe that our success depends on our ability to attract, develop and retain our employees. Diversity, equity and inclusion are foundational to our leadership approach, and our focus is on how our actions and the actions of our employees foster diversity, equity and inclusion in our everyday activities at Kodiak. We support diversity in hiring, and 29% of our executive leadership team is gender diverse and 37% of our total workforce is gender, racially and/or ethnically diverse as of the date hereof.

We support pay equity for all legally protected individuals (i.e., gender, ethnicity, race) and believe we offer competitive and comprehensive compensation and benefits packages that include annual bonuses, stock awards, a 401(k) plan with employer contribution, healthcare and insurance benefits, health savings account with employer contribution, dependent care flexible spending account, paid time off, family leave, an employee assistance program and tuition assistance, among many other benefits.

Safety, Health and Wellness

The success of our business is fundamentally connected to the well-being of our people, and so we are committed to the safety, health and wellness of our employees. Safety is a core value of our Company. We actively promote the highest standards of safety, behavior and environmental awareness and strive to meet or exceed all applicable local and national regulations.

Talent Development

We invest significant resources to develop the talent needed to provide our industry-leading natural gas Compression Operations. We work closely with suppliers to develop training programs for our field service

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technicians. Our field service technicians are supported by a dedicated training team. Additionally, we offer a number of non-technical, targeted skills-based and career-enhancing training programs, including technical orientation for non-technical employees, supervisor coaching, performance management and conflict resolution. Our talent development programs provide employees with the resources they need to help achieve their career goals, build management skills and lead their organizations.

Recent Developments

Dividend

On November 10, 2023, Kodiak paid a quarterly cash dividend of $0.38 per share to all holders of Kodiak Common Stock as of the close of business on November 3, 2023, resulting in an aggregate payment of approximately $29 million.

Pending Mergers with CSI Compressco

On December 19, 2023, Kodiak entered into the merger agreement with the Partnership, pursuant to which Kodiak agreed to acquire 100% of the issued and outstanding partnership interests of the Partnership in an all-equity transaction valued at approximately $854 million, including the assumption of $619 million of net debt, based on the closing price of Kodiak’s stock on December 18, 2023.

In connection with closing of the Mergers, Kodiak intends to (i) repay all amounts outstanding under the Partnership’s existing (a) Loan and Security Agreement, dated as of June 29, 2018, as amended, (b) Loan, Security and Guaranty Agreement, dated as of January 29, 2021, as amended, and to terminate such agreements and any security interests and guarantees in connection therewith and (ii) call for redemption, contingent upon consummation of the Mergers, the Partnership’s existing (a) 7.50% First Lien Notes due 2025 and (b) 10.00%/10.75% Second Lien Notes due 2026. The transactions described in clauses (i) and (ii), are collectively referred to herein as the “Refinancing.”

Third Amendment to ABL

On January 22, 2024, Kodiak, Kodiak Services and certain other subsidiaries of Kodiak entered into the Third Amendment to Fourth Amended and Restated Credit Agreement (the “Third Amendment”), which amended the ABL Credit Agreement. The Third Amendment, among other things, amended certain provisions of the ABL Credit Agreement (i) to accommodate the consummation of the transactions contemplated by the Merger Agreement and (ii) to account for Kodiak’s organizational structure after giving effect to the transactions contemplated by the Merger Agreement.

2029 Notes Indenture

On February 2, 2024, Kodiak Services consummated the Minimum Debt Financing by issuing the Kodiak Notes, pursuant to the Indenture, by and among Kodiak Services, Kodiak, certain other subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. In the event that the Mergers are not consummated on or prior to January 1, 2025, or at any time prior to January 1, 2025, the merger agreement is terminated without the consummation of the Mergers, Kodiak Services will redeem all of the Kodiak Notes at a price equal to 100% of issue price of the Kodiak Notes plus accrued and unpaid interest to, but excluding, the redemption date. The Indenture contains certain covenants and customary events of default.

We expect to close the Mergers in the second quarter of 2024, subject to the satisfaction of customary closing conditions, although we cannot assure you that we will complete the Mergers on the terms contemplated or at all. See the section titled “Risk Factors—Risks Related to the Mergers” of this consent statement/prospectus.

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Available Information

We maintain a website at www.kodiakgas.com. On our website, we make available, free of charge, our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC.

Information relating to our corporate governance, including our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Committee Charters, information concerning our executive officers and members of our board of directors (the “Kodiak Board”), and ways to communicate with us are available on our website. We will provide any of the foregoing information without charge upon written request to our Corporate Secretary, Kodiak Gas Services, Inc., 15320 Highway 105 W, Suite 210, Montgomery, Texas 77356. Information relating to shareholder services is also available on our website. The information contained on our website does not constitute a part of this consent statement/prospectus.

Management of Kodiak

Directors and Executive Officers

Set forth below are the names, ages and positions of our directors and executive officers as of the date hereof.

Robert (“Mickey”) McKee—President, Chief Executive Officer and Director. Robert (“Mickey”) McKee formed Kodiak Services in June 2011, and he has served as its President since 2011 and its Chief Executive Officer since 2019. Mr. McKee brings 19 years of experience to us with extensive background in natural gas compression operations. Prior to co-founding our predecessor in 2010, he was the Senior Vice President of Sales and Engineering for CDM Resource Management, LLC (“CDM”), a provider of contract natural gas compression operations, from 2003 to 2010. He also managed the Engineering and Fleet Management group, worked with vendors and OEM manufacturers, as well as managed the sales and marketing efforts of some of the highest growth areas at CDM, all the while building meaningful relationships with customers. Prior to that, Mr. McKee worked for two years in CDM’s Operations group researching and qualifying projects as well as installing compression equipment across Texas and Louisiana. He contributes much of his knowledge of the industry to his time working directly for the original founders of CDM Resource Management. He received a Bachelor’s Degree in Mechanical Engineering from Tulane University.

We believe that Mr. McKee’s experience and deep knowledge of our business qualify him to serve as a member of the Kodiak Board.

William (“Chad”) Lenamon—Executive Vice President and Chief Operations Officer. William (“Chad”) Lenamon has served as our Executive Vice President and Chief Operations Officer since January 2023 and has

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served as the Chief Operating Officer of Kodiak Services since October 2022. Previously, Mr. Lenamon served as Executive Vice President of Special Projects and Supply Chain of Kodiak Services from October 2019 to October 2022. Prior to joining the Company, Mr. Lenamon spent over 25 years serving in various roles in operations, engineering, fleet management, and supply chain within the natural gas and oil compression industry, including President and Chief Operating Officer of Pegasus Optimization Managers, LLC from July 2017 until its acquisition by the Company in October 2019, and President and Chief Operating Officer of CDM Resource Management, LLC from 2010 to 2015.

John Griggs—Executive Vice President and Chief Financial Officer. John Griggs has served as our Executive Vice President and Chief Financial Officer since January 2023. Prior to joining the Company, Mr. Griggs held Chief Financial Officer roles at Circulus Holdings, PBLLC, a leading plastics recycling company, from June 2021 to January 2023; Conquest Completion Services, LLC, a leading operator of high-capacity coiled tubing units for the natural gas and oil industry, from June 2018 to June 2021; and Rubicon Oilfield International, LLC, an oilfield products manufacturing company, from 2015 to June 2018. From 2011 through 2014, Mr. Griggs was a Managing Director at CSL Capital Management, an energy private equity firm. From 2005 through 2011, Mr. Griggs was a Senior Vice President for the direct capital arm of the D.E. Shaw Group where he focused on direct debt and equity investments in energy companies. Prior to 2005, Mr. Griggs served as an investment banker in the M&A department of Simmons & Company International, where he covered the oilfield service and midstream sectors. From 2017 to April 2021, Mr. Griggs was a board member and chairman of the audit committee of Nuverra Environmental Solutions, Inc. Mr. Griggs received a Master of Business Administration from the Harvard Business School and a Bachelor of Arts in Liberal Arts from the University of Texas at Austin.

Kelly Battle—Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary. Kelly Battle has served as our Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary since December 2022. Prior to joining the Company, Ms. Battle was the Vice President, General Counsel and Corporate Secretary at Exterran Corporation, a provider of oil and natural gas production, processing, treating, transportation, and produced water treatment solutions, where she worked for over 18 years in various roles. Prior to joining Exterran Corporation, Ms. Battle was an attorney with Vinson & Elkins from 2000 to 2004 and Clements, O’Neill, Pierce, Nickens, Wilson & Fulkerson from 1996 to 2000. She received her Juris Doctor as well as her Bachelor of Arts, Plan II from the University of Texas at Austin.

Cory Roclawski—Executive Vice President and Chief Human Resource Officer. Cory Roclawski has served as our Executive Vice President and Chief Human Resource Officer since January 2023 and has served as the Chief Human Resource Officer of Kodiak Services since February 2020. Ms. Roclawski has more than 20 years of experience in human resource leadership and in the midstream, upstream, and oil field services segments. Prior to joining the Company, Ms. Roclawski was the Vice President of Human Resources at Rubicon Oilfield International, LLC from May 2016 to February 2020, and Senior Human Resource Manager at Exterran Corporation from October 2012 to May 2016. She received a Master of Business Administration from Baldwin Wallace University and a Bachelor of Science in Business Administration in Labor Relations and Human Resource Management from Miami University.

Randall Hogan—Chairperson. Randall Hogan has served as Chairperson of the Kodiak Board since the consummation of our IPO in July 2023, as Chairperson of the board of directors of Kodiak Services since January 2019. Mr. Hogan has served as a director of nVent Electric plc since May 2018, including as Chairperson from May 2018 to May 2023, and a member of the board of directors of Medtronic plc since January 2015. Mr. Hogan has been an Advisor to EQT since 2018. Mr. Hogan retired in May 2018 after serving as Pentair plc’s Chief Executive Officer from 2001 to 2018 and as its Chairman of the board from 2002 to 2018. Prior to his role as Chief Executive Officer, Mr. Hogan held various leadership roles at Pentair plc including President and Chief Operating Officer from 1999 to December 2000, and Executive Vice President and President of the Electrical and Electronic Enclosures Group from 1998 to 1999. Prior to joining Pentair plc in 1998, Mr. Hogan served as President of United Technologies’ Carrier Transicold Division; Vice President and General

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Manager at the Pratt & Whitney Industrial Turbines; executive positions at General Electric; and Consultant at McKinsey & Company. From December 2013 to January 2016, Mr. Hogan was Chairperson of the Board of the Federal Reserve Bank of Minneapolis. Mr. Hogan received a Bachelor of Science in Civil and Environmental Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the University of Texas at Austin.

We believe that Mr. Hogan’s organizational leadership and board experience qualify him to serve as a member of the Kodiak Board.

Alex Darden—Director. Alex Darden has served as a director on the Kodiak Board since the consummation of our IPO in July 2023, and serves as a member of the board of directors of both Madison Energy Investments and Cypress Creek Renewables, LLC. Mr. Darden is also President of EQT Partners Inc. and Head of EQT Infrastructure Advisory Team Americas. Prior to joining EQT Partners in 2008, Mr. Darden worked at GE Energy Financial Services where he made structured debt and equity investments in energy industry assets and companies. From 1998 to 2002, Mr. Darden held various positions within ABB Inc. He also previously was a member of the board of directors of Covanta Holding Corporation, Contanda Terminals LLC, Direct ChassisLink Inc., Peregrine Midstream Partners LLC, Synagro Technologies Inc, and Fenix Marine Services Ltd., and Dextr.Cloud Inc. Mr. Darden received a Bachelor of Science in Business from North Carolina State University.

We believe that Mr. Darden’s extensive leadership experience, skills and background qualify him to serve as a member of the Kodiak Board.

Terry Bonno—Director. Terry Bonno has served as a director on the Kodiak Board since the consummation of our IPO in July 2023 and as a member of the board of directors of Kodiak Services since February 2019. Additionally, she serves on the NOW Inc. (DNOW) board of directors and the audit committee since May 2014, and the environmental, social, governance and nominating committee since May 2022. From 2017 to the divesture to 3i Group plc in 2019, Ms. Bonno served as a board director of Tampnet Inc., an operator of offshore high-capacity communication networks. Ms. Bonno also served as a board director for several energy industry and charity boards. She has performed charity board service since 2014 to Spindletop Community Impact Partners. In 2017, Ms. Bonno was chosen as an industry expert to serve in an advisory capacity to the National Offshore Safety Advisory Committee for a three-year term ending in 2020. Ms. Bonno also served as Senior Vice President of Industry and Community Relations for Transocean Ltd. from 2017 until her retirement in October 2018. Before that, Ms. Bonno served as Senior Vice President of Marketing for Transocean Ltd. from 2011 to 2017 and as Vice President of Marketing from 2008 to 2011, with oversight of Transocean’s marketing in fourteen countries. Previously, Ms. Bonno served in various director and management roles at Transocean Ltd., leading the marketing and contracts efforts for West Africa and the Americas from 2001 until 2008. Ms. Bonno previously served in various director and management positions of increasing responsibility in accounting, corporate planning and marketing. Ms. Bonno received a Bachelor of Business Administration in Accounting from Stephen F. Austin State University, and she is a Certified Public Accountant.

We believe that Ms. Bonno’s public and private company board experience, extensive industry experience and expertise in business development qualify her to serve as a member of the Kodiak Board.

Margaret (“Peggy”) Montana—Director. Margaret (“Peggy”) Montana has served as a director on the Kodiak Board since the consummation of our IPO in July 2023, a member of the board of directors of Kodiak Services since February 2019 and a member of the board of directors of Gibson Energy since September 2020. Ms. Montana retired as Chief Executive Officer and President of Shell Midstream Partners G.P., LLC in June 2015, and served on its board of directors from June 2014 to March 2020. Ms. Montana served in many roles with Shell USA, Inc. from August 2004 to June 2015, including Executive Vice President, U.S. Pipelines and Special Projects and Executive Vice President, Supply and Distribution. Ms. Montana has served as Chair of the American Petroleum Institute Downstream Committee and led a study on Emergency Preparedness for the National Petroleum Council. Ms. Montana has also served on the board of the Houston YMCA since 2009 and

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the Board of Trustees for Missouri University of Science & Technology since April 2018. Previously, Ms. Montana also served on the boards of Contanda LLC from June 2017 to December 2019 and KMG Chemicals, Inc. from December 2017 to November 2018. Ms. Montana received a Bachelor’s Degree in Chemical Engineering from the University of Missouri-Rolla.

We believe that Ms. Montana’s energy industry and senior executive experience qualify her to serve as a member of the Kodiak Board.

Jon-Al Duplantier—Director. Jon-Al Duplantier has served as a director on the Kodiak Board since the consummation of our IPO in July 2023. Mr. Duplantier has been a member of the board of directors of Sitio Royalties Corp. since December 2022, of Stellar Bancorp, Inc. since October 2022, and of AltaGas Ltd. since February 2021. Mr. Duplantier previously served as a member of the board of directors of Brigham Minerals, Inc. from February 2021 to December 2022 and of Allegiance Bancshares, Inc. from January 2021 to September 2022. Mr. Duplantier retired as President, Rental Tools and Well Services of Parker Drilling Company in July 2020 after serving in such capacity since April 2018. Prior to holding such position, Mr. Duplantier served as Senior Vice President, Chief Administrative Officer and General Counsel from April 2014 to March 2018, among other roles from September 2009 to April 2014. Parker Drilling Company filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in December 2018. Prior to joining Parker Drilling Company, Mr. Duplantier served in many senior legal, commercial and environmental roles at ConocoPhilips from August 2002 to September 2009, including Senior Counsel, Exploration and Production, Managing Counsel, Indonesia, and Managing Counsel, Environmental, among other positions. Mr. Duplantier began his career as a patent attorney with E.I. Du Pont de Nemours and Company. Mr. Duplantier received a Juris Doctor from Louisiana State University and a Bachelor of Science in Chemistry from Grambling State University.

We believe that Mr. Duplantier’s broad experience across commercial, governance and legal aspects of business, along with his professional and leadership experience qualify him to serve as a member of the Kodiak Board.

Christopher (“Chris”) Drumgoole—Director. Christopher (“Chris”) Drumgoole has served as a director on the Kodiak Board since the consummation of our IPO in July 2023. Mr. Drumgoole has been a member of the board of directors of ONUG, a forum for IT business leaders interested in open technologies, since January 2016 and of the Advisory Board of Florida International University’s College of Engineering & Computing since January 2011. Mr. Drumgoole and has been a board observer of Infinia ML since April 2020. Mr. Drumgoole has served as Executive Vice President of DXC Technology Company since August 2021, and he previously served as Executive Vice President and Chief Operating Officer until April 2023. Before joining DXC Technology Company, Mr. Drumgoole served as Chief Information Officer from May 2018 to April 2020, and as Chief Technology Officer from April 2014 to April 2018 at General Electric Co. Prior to his roles at General Electric, Mr. Drumgoole was the Chief Operating Officer of the Terremark subsidiary of Verizon Enterprise Solutions from January 2012 to April 2014. He previously served on the board of directors and member of the audit committee of PetSmart, Inc. from November 2019 through October 2023. Mr. Drumgoole previously held other senior positions with Terremark Worldwide, Inc. from October 2008 to January 2012. Mr. Drumgoole received a Bachelor of Business Administration in Management Information Systems from Pace University.

We believe that Mr. Drumgoole’s executive leadership experience and technology strategy and management experience in complex technology environments qualify him to serve as a member of the Kodiak Board.

Gretchen Holloway—Director. Gretchen Holloway has served as a director on the Kodiak Board since the consummation of our IPO in July 2023. Ms. Holloway has been a member of the board of directors of the Women Thrive Advisory Board since September 2022. Ms. Holloway has also been a member of the finance committee of the Children’s Hospital of Michigan Foundation since July 2015. Ms. Holloway has served as Senior Vice President and Chief Financial Officer of ITC Holdings Corp., an energy company which owns and operates high-voltage electricity transmission networks, since July 2017, and she previously served as Vice President, Interim Chief Financial Officer and Treasurer from October 2016 to July 2017, Vice President and

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Treasurer from November 2015 to October 2016, Vice President, Finance from May 2014 to November 2015, and various senior and director-level roles from January 2004 to May 2014. In her current role, Ms. Holloway is responsible for the Company’s accounting, internal audit, treasury, financial planning and analysis, management reporting, risk management and tax functions. Prior to joining ITC Holdings Corp., Ms. Holloway held various financial roles at CMS Energy Corp. from November 1999 to January 2004. She served as a director of Caribbean Utilities Company, Ltd. from May 2021 to May 2023 and of Inforum, a professional organization designed to accelerate careers for women and boost talent initiatives for companies in Michigan, from May 2019 to May 2023. Ms. Holloway began her career in public accounting at Arthur Andersen. Ms. Holloway received a Bachelor of Business Administration in Finance from Western Michigan University. In 2023, Ms. Holloway completed the Advanced Management Program at the University of Chicago Booth School of Business.

We believe that Ms. Holloway’s technical financial skills, business acumen and leadership experience qualify her to serve as a member of the Kodiak Board.

Nirav Shah—Director. Nirav Shah has served as a director on the Kodiak Board since August 2023 and previously served as director on the board of directors of Kodiak Services from 2021 until 2022. Mr. Shah has been employed by EQT Partners Inc. since 2014 where he manages existing portfolio investments and sources new investment opportunities. Mr. Shah was promoted to Partner in 2023. Prior to joining EQT Partners, Mr. Shah worked at AMP Capital Investors, an infrastructure private equity firm focusing on investments in the energy, transportation and telecommunications sectors. Mr. Shah received a Bachelor of Science in business administration from the University of Michigan.

We believe that Mr. Shah’s extensive investment experience in the energy and infrastructure space and expertise in business valuation, governance and financial management qualify him to serve as a member of the Kodiak Board.

Board of Directors

The Kodiak Board currently consists of nine members. The number of members of the Kodiak Board will be determined from time to time by resolution of the Kodiak Board.

The Kodiak Board is divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms. Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2024, 2025 and 2026, respectively. Mickey McKee, Jon-Al Duplantier and Gretchen Holloway are Class I directors; Alex Darden, Randall Hogan and Peggy Montana are Class II directors; and Chris Drumgoole, Terry Bonno and Nirav Shah are Class III directors. At each annual meeting of stockholders held after the initial classification, directors will be elected to succeed the class of directors whose terms have expired. This classification of the Kodiak Board could have the effect of increasing the length of time necessary to change the composition of a majority of the Kodiak Board. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of the Kodiak Board. Our directors are removable only for “cause.”

In evaluating director candidates, we assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the Kodiak Boards’ ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the Kodiak Board to fulfill their duties.

The Kodiak Board has determined that each of Alex Darden, Randall Hogan, Terry Bonno, Peggy Montana, Jon-Al Duplantier, Chris Drumgoole, Gretchen Holloway and Nirav Shah are independent under NYSE listing standards. Randall Hogan currently serves as chairman of the Kodiak Board.

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Controlled Company Status

For purposes of the corporate governance rules of the NYSE, we are a “controlled company.” Controlled companies under those rules are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Kodiak Holdings directly owns (and EQT indirectly owns) more than 50% of the voting power of our capital stock. Accordingly, we are eligible for, but do not currently rely on, certain exemptions from the corporate governance requirements of the NYSE. Specifically, as a “controlled company,” we would not be required to have (1) a majority of independent directors, (2) a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (3) a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or (4) an annual performance evaluation of the nominating and governance and compensation committees. Because we rely on some or all of these exemptions in the future, we do not have the same protections afforded to stockholders of companies that are subject to all of the applicable corporate governance rules of the NYSE.

Committees of the Board of Directors

The Kodiak Board has three standing committees: the Audit & Risk Committee, the Nominating, Governance & Sustainability Committee, and the Personnel & Compensation Committee. Additionally, we may have such other committees as the Kodiak Board shall determine from time to time. Each of the standing committees of the Kodiak Board has the composition and responsibilities described below.

Audit & Risk Committee

The Audit & Risk Committee consists of Gretchen Holloway, Peggy Montana and Chris Drumgoole, each of whom is independent under SEC rules and NYSE listing standards. Gretchen Holloway serves as chair of the Audit & Risk Committee. As required by the SEC rules and NYSE listing standards, the Audit & Risk Committee consists solely of independent directors. SEC rules also require that a public company disclose whether its audit committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules. We have determined that Gretchen Holloway satisfies the definition of “audit committee financial expert.”

The Audit & Risk Committee oversees, reviews, acts on and reports on various auditing and accounting matters to the Kodiak Board, including the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the Audit & Risk Committee oversees the principal risks associated with the Company’s business, as well as our compliance programs relating to legal and regulatory requirements. The Audit & Risk Committee Charter adopted by the Kodiak Board defines the committee’s primary duties in a manner consistent with the rules of the SEC and the listing standards of the NYSE.

Nominating, Governance & Sustainability Committee

The Nominating, Governance & Sustainability Committee consists of Jon-Al Duplantier, Alex Darden, Terry Bonno and Nirav Shah, each of whom is independent under NYSE listing standards. Jon-Al Duplantier serves as chair of the Nominating, Governance & Sustainability Committee. The Nominating, Governance & Sustainability Committee identifies, evaluates and recommends qualified nominees to serve on the Kodiak Board; develops and oversees our internal corporate governance processes and the Company’s sustainability objectives. The Nominating, Governance & Sustainability Committee Charter adopted by the Kodiak Board defines the committee’s primary duties in a manner consistent with the rules of the SEC and the listing standards of the NYSE.

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Personnel & Compensation Committee

The Personnel & Compensation Committee consists of Terry Bonno, Jon-Al Duplantier, and Randall Hogan, each of whom is independent under NYSE listing standards. Terry Bonno serves as chair of the Personnel & Compensation Committee. The Personnel & Compensation Committee establishes salaries, incentives and other forms of compensation for officers and other employees, administers our incentive compensation and benefit plans, and oversees the development, implementation and effectiveness of the Company’s human capital management practices, policies, strategies and goals. The Personnel & Compensation Committee Charter adopted by the Kodiak Board defines the committee’s primary duties in a manner consistent with the rules of the SEC and the listing standards of the NYSE.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on the Kodiak Board or Personnel & Compensation Committee. No member of the Kodiak Board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors or compensation committee of that company.

Executive Sessions of Our Board of Directors

Our independent directors are provided the opportunity to meet in executive sessions at each regularly scheduled meeting of the Kodiak Board.

Risk Oversight

The Kodiak Board is actively involved in oversight of risks that could affect us. This oversight function is conducted primarily through committees of the Kodiak Board, but the full Kodiak Board retains responsibility for general oversight of risks. The Audit & Risk Committee is charged with oversight of our system of internal controls and risks relating to financial reporting, legal, regulatory and accounting compliance. The Kodiak Board will continue to satisfy its oversight responsibility through full reports from the Audit & Risk Committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our Company.

Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics adopted by the Kodiak Board is applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Any waiver of this code may be made only by the Kodiak Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE.

Corporate Governance Guidelines

The Corporate Governance Guidelines were adopted by the Kodiak Board in accordance with the corporate governance rules of the NYSE and serves as a general framework to assist the Kodiak Board in carrying out its responsibility for the business and affairs of Kodiak that are to be managed by or are under the direction of the Kodiak Board.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Kodiak

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes as of and for the years ended December 31, 2022 and 2021 and unaudited condensed consolidated financial statements and related notes as of

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September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 included elsewhere in this consent statement/prospectus. The following discussion includes forward-looking statements that involve certain risks and uncertainties. For further information on items that could impact our future operating performance or financial condition, see the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” elsewhere in this consent statement/prospectus. We assume no obligation to update any of these forward-looking statements, except as required by law.

Overview

We are a leading operator of contract compression infrastructure in the U.S. Our Compression Operations are critical to our customers’ ability to reliably produce, gather and transport natural gas and oil to support growing global energy demand. We are a market leader in the Permian Basin, which is the largest producing natural gas and oil basin in the U.S. We operate our large horsepower compression units under stable, fixed-revenue contracts with blue-chip upstream and midstream customers. Our compression assets have long useful lives consistent with the expected production lives of the key regions where we operate. We believe our partnership-focused business model positions us as the preferred contract compression operator for our customers and creates long-standing relationships. We strategically invest in the training, development, and retention of our highly skilled and dedicated employees and believe their expertise and commitment to excellence enhances and differentiates our business model. Furthermore, we maintain an intense focus on being one of the most sustainable and responsible operators of contract compression infrastructure.

We manage our business through two operating segments: Compression Operations and Other Services. Compression Operations consists of operating Company-owned and customer-owned compression infrastructure for our customers, pursuant to fixed-revenue contracts to enable the production and gathering of natural gas and oil. Other Services consists of a full range of contract services to support the needs of our customers, including station construction, maintenance and overhaul, and other ancillary time and material-based offerings. Our Other Services offerings are often cross-sold with Compression Operations.

Trends and Outlook

We provide contract compression infrastructure for customers in the oil and gas industry. Our assets are specifically utilized in natural gas compression applications in the Permian Basin, Eagle Ford Shale and other U.S. regions. Our customers are dependent on these applications to produce, process and transport natural gas throughout the value chain and ultimately to end markets. Our assets are central to meeting growing global natural gas and oil demand and U.S. production. Furthermore, the long-life nature of our assets and our fixed-revenue contracts help to protect our business from the impact of industry and broader macroeconomic cycles.

Unconventional resources, large-scale centralized gathering systems and multi-well pad operations require more horsepower than conventional resources, driving demand for our large horsepower compression units. Upstream and midstream companies have increasingly prioritized capital discipline and return of capital to stockholders. We believe that our customers will increasingly continue to outsource their compression infrastructure needs in an effort to reduce capital expenditures outside of their core business and benefit from our technical skill and expertise.

We believe that the U.S. natural gas and oil industry is facing uncertainties and continued pressures from regulators and shifting sentiments from investors and other stakeholders, primarily related to broader adoption of emission reduction targets and other sustainability initiatives. Many energy companies, including some of our customers, have announced significant GHG emission reduction initiatives. A growing number of our customers are evaluating potential opportunities in electric compression infrastructure, and we are well positioned to support them in these strategic initiatives.

Approximately 84% of our existing compression assets are strategically deployed in the Permian Basin and Eagle Ford Shale, which are two of the most significant crude oil and associated gas basins in the U.S., and the

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EIA expects to maintain significant production volumes through at least 2050. We believe these two regions have the largest and lowest-cost unconventional resources in the U.S., exhibited by strong recent growth with natural gas and crude oil production from the two regions growing 13% and 12%, respectively, on average annual basis from 2017 to 2022. Additionally, there are significant U.S. LNG export projects in development, and overall LNG export capacity is expected to meaningfully grow over the next decade, in particular along the U.S. Gulf Coast. We expect this growth in Gulf Coast LNG export capacity to translate into increasing Permian Basin and Eagle Ford Shale natural gas production growth, requiring substantial additional compression horsepower. We believe these regions will play an increasingly important role in global energy security as the world continues to require reliable and growing natural gas and oil production to support increasing global energy demand.

See the section titled “Information About Kodiak—Compression Industry” for more information regarding natural gas compression industry trends. Ultimately, the extent to which our business will be impacted by the factors described above, as well as future developments beyond our control, cannot be predicted with reasonable certainty. However, we continue to believe in the long-term demand for our Compression Operations given the necessity of compression in gathering, processing and production of natural gas and centralized gas lift of oil.

How We Evaluate Our Operations

Revenue-Generating Horsepower

Revenue-generating horsepower growth is the primary driver for our revenue growth, and it is the base measure for evaluating our efficiency of capital deployed. Revenue-generating horsepower includes compression units that are operating under contract and generating revenue and compression units which are available to be deployed and for which we have a signed contract or are subject to a firm commitment from our customer.

Horsepower Utilization

We calculate horsepower utilization as (i) revenue-generating horsepower divided by (ii) fleet horsepower. The primary reason for tracking and analyzing our horsepower utilization is to determine the percentage of our fleet that is currently generating revenue for future cash flow generation and the efficiency of our capital deployed.

Revenue-Generating Horsepower per Revenue-Generating Compression Units

We calculate revenue-generating horsepower per revenue-generating compression units as (i) revenue-generating horsepower divided by (ii) revenue-generating compression units. The primary reason for tracking and analyzing our revenue-generating horsepower per revenue-generating compression units is to determine the expected operational and financial performance of the Company.

Revenue

One of our measures of financial performance is the amount of revenue generated quarterly and annually as revenue is an indicator of overall business growth for the Company.

Adjusted Gross Margin and Adjusted Gross Margin Percentage

We track Adjusted Gross Margin on an absolute dollar basis and as a percentage of revenue. We define Adjusted Gross Margin, a non-GAAP financial measure, as revenue less cost of operations, exclusive of depreciation and amortization expense. We define Adjusted Gross Margin Percentage as Adjusted Gross Margin divided by total revenues. We believe that Adjusted Gross Margin is useful as a supplemental measure of our operating profitability. Adjusted Gross Margin is impacted primarily by the pricing trends for service operations and cost of operations, including labor rates for service technicians, volume and per compression unit costs for lubricant oils and coolants, quantity and pricing of routine preventative maintenance on compression units, and property tax rates on compression units.

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Adjusted Gross Margin should not be considered an alternative to, or more meaningful than, gross margin or any other measure of financial performance presented in accordance with GAAP. Moreover, Adjusted Gross Margin as presented may not be comparable to similarly titled measures of other companies. Because we capitalize assets, depreciation and amortization of equipment is a necessary element of our costs. To compensate for the limitations of Adjusted Gross Margin as a measure of our performance, we believe that it is important to consider gross margin determined under GAAP, as well as Adjusted Gross Margin, to evaluate our operating profitability. See “—Non-GAAP Financial Measures.”

Adjusted EBITDA and Adjusted EBITDA Percentage

We track Adjusted EBITDA on an absolute dollar basis and as a percentage of revenue. We define Adjusted EBITDA as net income (loss) before interest expense, net: income tax expense (benefit); and depreciation and amortization; plus (i) loss on extinguishment of debt; (ii) loss (gain) on derivatives; (iii) equity compensation expense; (iv) transaction expenses; (v) gain (loss) on sale of capital assets; and (vi) impairment of compression equipment. We define Adjusted EBITDA Percentage as Adjusted EBITDA divided by total revenues. Adjusted EBITDA and Adjusted EBITDA Percentage are used as supplemental financial measures by our management and external users of our financial statements, such as investors, commercial banks and other financial institutions, to assess:

We believe that Adjusted EBITDA and Adjusted EBITDA Percentage provide useful information because, when viewed with our GAAP results and the accompanying reconciliation, they provide a more complete understanding of our performance than GAAP results alone. We also believe that external users of our financial statements benefit from having access to the same financial measures that management uses in evaluating the results of our business.

Adjusted EBITDA and Adjusted EBITDA Percentage should not be considered as alternatives to, or more meaningful than, revenues, net income, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance and liquidity. Moreover, our Adjusted EBITDA and Adjusted EBITDA Percentage as presented may not be comparable to similarly titled measures of other companies. See “—Non-GAAP Financial Measures.”

Sources of Our Revenues

Compression Operations

Compression Operations revenue consists of operating Company-owned and customer-owned compression infrastructure for our customers, pursuant to fixed-revenue contracts to enable the gathering and production of natural gas and oil. Additionally, revenue from these fixed-revenue contracts can include mobilization and demobilization charges that are directly reimbursable by our customers.

Other Services

Other Services revenue consists of a full range of contract services to support the needs of our customers, including station construction, maintenance and overhaul, and other ancillary time and material-based offerings.

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Principal Components of Our Cost Structure

Compression Operations

Compression Operations expenses consist of direct and indirect expenses related to operating compression infrastructure assets, such as labor, supplies, machinery, freight and crane expenses.

Other Services

Other Services expenses consist of compressor station construction and other ancillary expenses to support the needs of customers, including parts, labor and materials.

Depreciation and Amortization

Depreciation expense consists primarily of depreciation on property, plant and equipment purchased and leasehold improvements. Amortization expense consists primarily of amortization of intangible assets related to trade name and customer relationships.

Selling, General and Administrative

Selling, General and Administrative expenses primarily consist of compensation and benefits-related costs associated with our finance, legal, human resources, information technology, administrative functions, and sales and marketing. Selling, General and Administrative costs also consist of third-party professional service fees for external legal, accounting and other consulting services, corporate rent and lease charges, corporate insurance costs, and software expense.

Long-lived Asset Impairment

Long-lived assets, including property, plant, and equipment, and other finite-lived identifiable intangible assets, are reviewed for impairment whenever events or changes in circumstances, including the removal of compression units from active fleet, indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the asset. Impairment losses are recognized in the period in which the impairment occurs and represent the excess of the asset carrying value over its fair value. There were no indicators that the carrying amount may not be recoverable for the nine months ended September 30, 2023 and 2022, respectively.

Interest Expense, Net

Interest expense, net relates to interest incurred on outstanding borrowings under our ABL Facility and our prior Term Loan (as defined below), which was repaid in part with proceeds from the consummation of our IPO and novated and assumed by an affiliate of Kodiak Holdings, net of interest income earned on cash balances.

Gain (Loss) on Derivatives

Gain (loss) on Derivatives is derived from both the changes in the mark-to-market valuation and periodic settlement of derivative instruments related to interest rate swaps whereby we have exchanged variable interest rates for fixed interest rates and, in connection with our prior Term Loan, entered into interest rate collars which represent a simultaneous purchase of a cap rate with the sale of a floor rate. Derivative instruments are used to manage our exposure to fluctuations in the variable interest rate of the ABL Facility and, prior to the consummation of our IPO, our prior Term Loan and thereby mitigate the risks and costs associated with financing activities. We have not designated any derivative instruments as hedge for accounting purposes and we do not enter into such instruments for speculative trading purposes. Gains and losses on derivatives are presented in the other income and expense section of the consolidated statements of operations as gain or loss on derivatives.

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2023 Operational Highlights

The following table summarizes certain horsepower, unit count and horsepower utilization percentages for our fleet for the periods presented.

Horsepower

The 3.4% and 3.6% increase in fleet horsepower and revenue-generating horsepower, respectively, were primarily attributable to the purchase and deployment of new compression units to support our existing customer base as well as select new customers in the key regions in which we operate. The 2.6% increase in revenue-generating horsepower per revenue-generating compression unit was due to the purchase and deployment of new, large horsepower units.

2022 Operational Highlights

The following table summarizes certain horsepower and horsepower utilization percentages for our fleet for the periods presented.

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Horsepower

The 6.8% and 6.8% increase in fleet horsepower and revenue-generating horsepower, respectively, were primarily attributable to an increase in the purchase and deployment of new compression units to support our existing customer base as well as select new customers in the key regions in which we operate.

Financial Results of Operations

Kodiak’s statement of operations for the years ended December 31, 2022 and 2021 are derived from the audited annual financial statements included elsewhere in this consent statement/prospectus. Kodiak’s statement of operations for the three and nine month periods ended September 30, 2023 and 2022 are derived from the unaudited interim condensed financial statements included elsewhere in this consent statement/prospectus.

Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022

The following table presents selected financial and operating information for the periods presented (in thousands):

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Revenues and Sources of Income

Compression Operations

Compression Operations revenue increased $23.0 million (14.1%) for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. Substantially all, or $22.9 million, of the increase was the result of an increase in average revenue-generating horsepower as a result of increased demand for our Compression Operations and due to an increase in average revenue per revenue-generating horsepower per month.

Other Services

Other Services revenue increased $25.3 million (133.4%) for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This increase was primarily due to a $24.3 million increase in revenue from station construction services driven primarily by increases in demand and scope of station projects, and a $1.0 million increase in revenue from sales of parts and service, driven by increased customer demand.

Operating Costs and Other Expenses

Compression Operations

Compression Operations expenses increased $9.6 million (17.2%) for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This increase was primarily due to a $4.6 million increase in direct expenses, driven by increases in pricing and volume of lubricant oil and coolant and parts to support increased activity, a $3.0 million increase in direct labor expenses related to increased headcount and salaries, a $1.9 million increase in indirect expenses, and a $0.1 million increase in freight and crane charges that are directly reimbursable by our customers.

Other Services

Other Services expense increased $24.8 million (176.6%) for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This increase was primarily due to a $23.7 million increase in expenses from station construction services, driven primarily by increases in demand and scope of station projects, and $1.1 million from sales of parts and service, driven by increased customer demand.

Depreciation and Amortization

Depreciation and Amortization increased $2.0 million (4.5%) for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This was primarily due to an increase in compression equipment purchased, which resulted in increased depreciation associated with that equipment.

Selling, General and Administrative

Selling, General and Administrative expenses increased $8.5 million (75.6%) for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This was primarily due to a $2.5 million increase in stock compensation expense mainly related to share-based compensation awards granted as part of the IPO, a $2.0 million increase in bad debt expense related to expected credit losses from a customer in bankruptcy experiencing financial distress, a $1.1 million increase in labor and benefits, mainly related to increased headcount and salaries, a $1.1 million increase in professional fees mainly related to transaction costs and a $0.6 million increase in other overhead expenses, primarily as a result of higher insurance, office expenses, and other general administrative expenses.

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Interest Expense, Net

Interest expense, net decreased $10.1 million (20.4%) for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This decrease is primarily due to the extinguishment of our prior Term Loan in July 2023; partially offset by an increase in the effective interest rate on the ABL Facility.

Loss on Extinguishment of Debt

Loss on Extinguishment of Debt increased $6.8 million related to the write off of debt issuance costs and other fees as a result of the extinguishment of our prior Term Loan for the three months ended September 30, 2023. No such loss was recognized in the three months ended September 30, 2022.

Gain on Derivatives

Gain on Derivatives decreased $36.7 million (70.8%) for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This is primarily related to an $8.0 million increase in the fair value of derivatives due to an increase in the long-term Secured Overnight Financing Rate (“SOFR”) yield curve and cash received on derivatives of $7.2 million, as compared to a $53.9 million increase in the fair value of derivatives due to an increase in the long-term SOFR yield curve and cash paid on derivatives of $2.0 million during the three months ended September 30, 2023, and 2022, respectively.

Income Tax Expense

Income Tax Expense decreased by $6.4 million (44.9%) for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This was primarily due to a decrease in pre-tax income of $30.6 million for the three months ended September 30, 2023, compared to pre-tax income for the three months ended September 30, 2022.

Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022

The following table presents selected financial and operating information for the periods presented (in thousands):

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Revenues and Sources of Income

Compression Operations

Compression Operations revenue increased $62.0 million (12.8%) for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The $62.0 million increase was the result of an increase in average revenue-generating horsepower as a result of increased demand for our Compression Operations and due to an increase in average revenue per revenue-generating horsepower per month.

Other Services

Other Services revenue increased $34.2 million (77.5%) for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This increase was primarily due to a $29.8 million increase in revenues from station construction services, driven primarily by increases in demand and scope of station projects, and $4.4 million from sales of parts and service, driven by increased customer demand.

Operating Costs and Other Expenses

Compression Operations

Compression Operations expenses increased $26.1 million (15.6%) for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This increase was primarily due to a $11.6 million increase in direct expenses, driven by increases in pricing and volume of lubricant oil and coolant and parts to support increased activity, a $9.9 million increase in direct labor expenses related to increased headcount and salaries, and a $4.7 million increase in indirect expenses; partially offset by a $0.1 million decrease in freight and crane charges that are directly reimbursable by our customers.

Other Services

Other Services expense increased $31.3 million (90.3%) for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This was primarily due to a $27.6 million increase in expenses from station construction services, driven primarily by increases in demand and scope of station projects, and $3.7 million from sales of parts and service, driven by increased customer demand.

Depreciation and Amortization

Depreciation and Amortization increased $6.5 million (5.0%) for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This was primarily due to an increase in compression equipment purchased, which resulted in increased depreciation associated with that equipment.

Selling, General and Administrative

Selling, General and Administrative expenses increased $13.4 million (40.9%) for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This was primarily due to a

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$3.1 million increase in labor and benefits, mainly related to increased headcount and salaries, a $2.8 million increase in stock compensation expense related to equity compensation plans, a $2.0 million increase in bad debt expense related to expected credit losses from a customer in bankruptcy experiencing financial distress, a $2.5 million increase in professional fees mainly related to transactions costs, and a $2.5 million increase in other overhead expenses, primarily as a result of higher insurance, entertainment and office expenses.

Interest Expense, Net

Interest expense, net increased $77.4 million (74.0%) for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This is primarily due to (i) an increase in borrowings under the ABL Facility and our prior Term Loan, of which $825 million was related to the May 2022 recapitalization (as discussed in Note 9 (“Debt and Credit Facilities”) to the condensed consolidated financial statements included elsewhere in this consent statement/prospectus) and (ii) increased effective interest rates on the ABL Facility and our prior Term Loan. This was partially offset by the extinguishment of our prior Term Loan in July 2023.

Loss on Extinguishment of Debt

Loss on Extinguishment of Debt increased $6.8 million related to the write off debt issuance costs and other fees as a result of the extinguishment of our prior Term Loan for the nine months ended September 30, 2023. No such loss was recognized in the nine months ended September 30, 2022.

Gain on Derivatives

Gain on Derivatives decreased $34.9 million (45.3%) for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This is primarily related to a $25.8 million settlement on the termination of derivatives attributable to our prior Term Loan and $29.8 million cash received on derivative settlements on our interest rate swaps and collars, offset by a decrease in the change in fair value of the derivatives of $13.5 million for the nine months ended September 30, 2023, as compared to a $9.7 million cash paid on derivatives on our interest rate swaps and collars, offset by an increase in the change in fair value of derivatives of $86.7 million for the nine months ended September 30, 2022, due to an increase in the long-term SOFR and LIBOR yield curves.

Income Tax Expense

Income Tax Expense decreased by $22.7 million (70.0%) for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This was primarily due to a decrease in pre-tax income of $100.2 million for the nine months ended September 30, 2023 compared to pre-tax income for the nine months ended September 30, 2022.

Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021

The following table presents selected financial and operating information for the periods presented (in thousands):

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Revenues and Sources of Income

Compression Operations

Compression Operations revenue increased $71.9 million (12.3%) for the year ended December 31, 2022 compared to the year ended December 31, 2021 with $81.9 million of the revenue increase due to an increase in average revenue-generating horsepower as a result of increased demand for our Compression Operations (consistent with increased operating activity in the oil and gas industry) and an increase in average revenue per revenue-generating horsepower per month; partially offset by a $8.7 million decrease in revenues attributable to services related to customer-owned horsepower and a $1.3 million decrease in freight and crane charges that are directly reimbursable by our customers.

Other Services

Other Services revenue increased $29.7 million (127.2%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. This increase was primarily due to a $28.5 million in station construction services, driven by an increase in the number of stations and average revenue per compressor station to support customer capacity demands, and a $1.2 million increase in sales of parts and service, driven by increased customer demand.

Operating Costs and Other Expenses

Compression Operations

Compression Operations expenses increased $32.9 million (17.1%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. This increase was primarily due to a $18.5 million increase in direct expenses, driven by increases in pricing and volume of lubricant oil and coolant and parts to support increased activity, a $8.6 million increase in direct labor expenses related to increased headcount and salaries, and a $6.9 million increase in indirect expenses; partially offset by a $1.1 million decrease in freight and crane charges that are directly reimbursable by our customers.

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Other Services

Other Services expenses increased $24.3 million (139.8%) for the year ended December 31, 2022, compared to the year ended December 31, 2021. This was primarily due to a $24.0 million increase in construction service expenses related to increased scale in compressor station construction services to meet customer capacity demands.

Depreciation and Amortization

Depreciation and Amortization increased $14.4 million (9.0%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. This was primarily due to an increase in compression equipment purchased in 2022, which resulted in increased depreciation associated with that equipment.

Selling, General and Administrative

Selling, General and Administrative expenses increased $7.2 million (19.2%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. This was primarily due to a $2.6 million increase in labor and benefits, a $0.6 million increase in bad debt expense, and a $4.1 million increase in other overhead expenses, primarily as a result of increased travel, recruiting, advertising and entertainment expenses.

Long-lived Asset Impairment

No long-lived asset impairment was recorded for the year ended December 31, 2022, as compared to the $9.1 million impairment recognized during the year ended December 31, 2021, which was primarily as the result of compression equipment that was identified as not being part of our ongoing operations under the Compression Operations segment.

Gain (Loss) on Sale of Capital Assets

The loss on the sale of capital assets decreased $1.3 million (305.2%) for the year ended December 31, 2022 compared to December 31, 2021. This is primarily due to a gain on the sale of compression equipment to a customer for the year ended December 31, 2022.

Interest Expense, Net

Interest expense, net increased $81.2 million (96.0%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. This is primarily due to (i) an increase in borrowings under the ABL Facility and our prior Term Loan, of which $825 million was related to the May 2022 Recapitalization (as discussed in Note 7 (“Debt and Credit Facilities”) to Kodiak’s annual financial statements) and (ii) increased effective interest rates on the ABL Facility and our prior Term Loan.

Gain (Loss) on Derivatives

Gain on Derivatives increased $64.9 million (357.3%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. This is primarily due to a $18.4 million decrease in cash paid on derivative settlements and an $46.5 million increase due to an increase in the market interest rates which impacted the fair value of the derivatives and their classification on the balance sheet from a liability classification for the year ended December 31, 2021 to an asset classification for the year ended December 31, 2022.

Income Tax Expense (Benefit)

Income Tax Expense increased by $91.7 million (156.5%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. This was primarily due to the full release in 2021 of the $83.6 million

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valuation allowance associated with federal and state deferred tax assets. The remaining $7 million increase is primarily related to an increase in pre-tax book income in 2022 and a deferred tax benefit in 2021, created by a lower state tax effective rate.

Liquidity and Capital Resources

Overview

Our ability to fund operations, finance capital expenditures, service our debt, and pay dividends depends on the levels of our operating cash flows and access to the capital and credit markets. Our primary sources of liquidity are cash flows generated from our operations and our borrowing availability under the ABL Facility. Our cash flow is affected by numerous factors, including prices and demand for our compression infrastructure assets, conditions in the financial markets and various other factors. We believe cash generated by operating activities will be sufficient to service our debt, fund working capital, fund our estimated capital expenditures and, as the Kodiak Board may determine from time to time in its discretion, pay dividends.

Cash Requirements

Capital Expenditures

The compression infrastructure business is capital intensive, requiring significant investment to expand, maintain, and upgrade existing operations. Our capital requirements have consisted primarily of, and we anticipate that our capital requirements will continue to consist primarily of, the following:

The majority of our growth capital expenditures are related to the acquisition cost of new compression units. Maintenance capital expenditures are related to overhauls of significant components of our compression equipment, such as the engine and compressor, which return the components to a like-new condition but do not modify the application for which the compression equipment was designed.

For the nine months ended September 30, 2023, growth capital expenditures were $124.0 million and maintenance capital expenditures were $28.1 million. For the nine months ended September 30, 2022, growth

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capital expenditures were $163.2 million and maintenance capital expenditures were $27.8 million. The decrease in growth capital expenditures was primarily related to an adjustment to our capital allocation framework in conjunction with the Company’s IPO and subsequent desire to pay a regular dividend. The decrease in maintenance capital expenditures was primarily a result of a decrease in scheduled unit overhauls that occurred based on the age and operating hours of such units.

For the year ended December 31, 2022, growth capital expenditures were $211.0 million and maintenance capital expenditures were $48.3 million. For the year ended December 31, 2021, growth capital expenditures were $163.8 million and maintenance capital expenditures were $38.1 million. The increase in growth capital expenditures was primarily related to an increase in the purchase of new compressor equipment to support organic growth. The increase in maintenance capital expenditures was primarily a result of a large number of scheduled unit overhauls that occurred in 2022 based on the age and operating hours of such units.

Dividends

The Kodiak Board may elect to declare cash dividends on Kodiak Common Stock, subject to our compliance with applicable law, and depending on, among other things, economic conditions, our financial condition, results of operations, projections, liquidity, earnings, legal requirements, and restrictions in the agreements governing our indebtedness (as further discussed herein). If, and to the extent the Kodiak Board were to declare a cash dividend to our stockholders, we expect the dividend to be paid from our Discretionary Cash Flow. The timing, amount and financing of dividends, if any, will be subject to the discretion of the Kodiak Board from time to time. On October 24, 2023, the Kodiak Board declared a quarterly cash dividend that was paid on November 10, 2023, to all stockholders of record as of the close of business on November 3, 2023. See Note 20 (“Subsequent Events”) to the condensed consolidated financial statements included elsewhere in this consent statement/prospectus.

Over the long-term, we expect to fund any dividends and our budgeted growth capital expenditures using our Discretionary Cash Flow. In the event our Discretionary Cash Flow is insufficient for the purpose of funding any such dividends and our budgeted growth capital expenditures for such period, we may fund such shortfall (i) with additional borrowings under our ABL Facility, which as of September 30, 2023, had $396.2 million available (subject to the requirement that our availability, in the case of dividends, under the ABL Facility exceeds the greater of (x) 10% of the total commitments under the facility of $2.2 billion or (y) $200 million) or (ii) reduce our growth capital expenditures for such period. Any such additional borrowings under our ABL Facility will result in an increase in our interest expense for such period. Any such reduction in our growth capital expenditures may result in lower growth in our revenue-generating horsepower in future periods.

Contractual Obligations

Our material contractual obligations as of September 30, 2023 consisted of the following:

Our material contractual obligations as of December 31, 2022 consisted of the following:

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Other Commitments

As of September 30, 2023, other commitments include operating lease payments totaling $52.6 million.

As of December 31, 2022, other commitments include operating lease payments totaling $9.8 million.

Sources of Cash

Cash Flows

The following table summarizes our cash flows for the nine months ended September 30, 2023, and 2022 (in thousands):