Kodiak Gas Services, Inc. 8-K

What Happened

• On February 5, 2026, Kodiak Gas Services, Inc. and its wholly owned subsidiary (the Buyer) entered into a Membership Interest Purchase Agreement to acquire all membership interests in Distributed Power Solutions, LLC (DPS) from Mustang PRS, LLC and Louisiana Machinery Company, L.L.C. for an aggregate purchase price of approximately $675.0 million.
• The consideration consists of $575.0 million in cash at closing and 2,401,278 shares of Kodiak common stock valued at approximately $100.0 million. The acquisition is expected to close in early April 2026, subject to customary closing conditions and regulatory approvals (including Hart-Scott-Rodino clearance).

Key Details

• Purchase price: ~ $675.0 million ( $575.0M cash + 2,401,278 shares ≈ $100.0M ).
• Anticipated close: early April 2026; Outside Date: May 31, 2026 (with a possible 30‑day extension for regulatory delays).
• Termination fee: Buyer may be required to pay $37.125 million to Sellers if Sellers terminate due to certain Buyer breaches.
• Additional terms: Company to obtain a representations & warranties insurance (RWI) policy (cost borne by Kodiak); Sellers’ stock locked up for 180 days post-closing; certain Sellers and management subject to 3‑year non‑compete/non‑solicit restrictions; Registration Rights Agreement to be entered at closing.

Why It Matters

• The deal is material in size and will require Kodiak to pay $575M in cash at closing and issue ~2.4M shares, which will affect the company’s cash position and dilute existing shareholders.
• The transaction remains subject to regulatory approval and customary closing conditions, so it is not final until those are satisfied or waived. The RWI policy limits the Company’s recourse for certain seller representations and places the cost of that insurance on Kodiak.
• Investors should monitor updates on HSR clearance, definitive closing timing, any required financing disclosures, and any additional public filings that quantify the acquisition’s impact on Kodiak’s financials.