The information in this document is not complete and may be changed. Kodiak Gas Services, Inc. may not issue the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

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  , 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   , 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   , 2024 and is first being mailed to the Partnership Common Unitholders on or about   , 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      , 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.

On behalf of the General Partner Board,

Derek Anchondo

General Counsel

CSI Compressco GP LLC

 , 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      , 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      , 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

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.

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.

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

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.

4

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.

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.

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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.

7

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.

8

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.

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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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.

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.

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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 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.

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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

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.

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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.

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

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

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 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.

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.

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.

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.

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.

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     , 2024, Kodiak expects to issue or reserve for issuance up to approximately an aggregate of      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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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.

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.

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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.

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.

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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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.

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.

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.

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 45 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:

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.

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 103 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.

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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.

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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.

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

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.

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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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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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:

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