Kodiak AI (NASDAQ: KDK) enters $30.0M senior secured term loan deal

Rhea-AI Filing Summary

Kodiak AI, Inc. entered into a new senior secured venture loan and security agreement with Horizon Technology Finance Corporation, providing a term loan facility of up to $30.0 million. The company and its subsidiary Kodiak Robotics, Inc. borrowed $30.0 million on December 31, 2025, using part of the proceeds to repay existing indebtedness with the same lender and the remainder for working capital and general corporate purposes.

The loan bears interest at the prime rate plus 3.50%, with a prime floor of 6.50%. Kodiak will make interest-only payments from February 1, 2026 through July 1, 2028, then repay principal and interest in 18 equal monthly installments until the January 1, 2030 maturity date. The borrowers paid a $300,000 commitment fee and will owe a $1.2 million final payment at payoff, and may prepay subject to a 2.0% or 1.0% premium depending on timing.

The facility is secured by substantially all of the borrowers’ assets, including intellectual property, and includes customary covenants and events of default. In connection with this transaction, Kodiak terminated its prior venture loan and security agreement dated September 28, 2022 with the same lender.

Insights

Credit and capital structure analyst

Kodiak refinances and upsizes debt with a $30.0M secured venture loan.

Kodiak AI and its subsidiary entered a senior secured term loan facility of up to $30.0 million, fully drawn at closing. Part of the proceeds repays existing debt to the same lender, while the balance supports working capital and general corporate needs, indicating a mix of refinancing and incremental liquidity.

The loan carries a floating rate of prime plus 3.50% with a prime floor of 6.50%, implying relatively high-cost capital typical for venture financings. An interest-only period from February 1, 2026 through July 1, 2028 defers amortization, followed by 18 monthly principal-and-interest payments through the January 1, 2030 maturity. Upfront and backend economics include a $300,000 commitment fee and a $1.2 million final payment.

The facility is secured by substantially all assets, including intellectual property, and includes customary covenants and events of default, with a 5% interest rate step-up upon default. Prepayments are allowed with a 2.0% premium in the first 24 months and 1.0% thereafter, so any early refinancing decision would need to factor in these costs.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 31, 2025

Kodiak AI, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41691

98-1592112

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

1049 Terra Bella Avenue, Mountain View, California						94043
(Address of principal executive offices)						(Zip Code)

(650) 209-8005

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

KDK

The Nasdaq Stock Market LLC

Redeemable warrants, each exercisable for one share of common stock at an exercise price of $9.28

KDKRW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01    Entry into a Material Definitive Agreement.

On December 31, 2025 (the “Closing Date”), Kodiak AI, Inc., a Delaware corporation (the “Company”), and Kodiak Robotics, Inc., a Delaware corporation and subsidiary of the Company (“Legacy Kodiak”), as co-borrowers (together with the Company, the “Borrowers”), entered into a venture loan and security agreement (the “Loan Agreement”) by and among the Borrowers and Horizon Technology Finance Corporation, as collateral agent and lender (the “Lender”). The Loan Agreement provides for a senior secured term loan facility in an aggregate principal amount of up to $30.0 million (collectively, the “Term Loans”). A portion of the proceeds of the Term Loans were used by the Company to repay existing indebtedness of the Borrowers with the Lender and the rest of the proceeds will be used for working capital and general corporate purposes. The Borrowers borrowed $30.0 million of Term Loans on the Closing Date.

Borrowings under the Loan Agreement accrue interest at a rate equal to the prime rate plus 3.50% with the prime rate having a floor of 6.50%. The Term Loans are repayable in monthly interest-only payments from February 1, 2026 until July 1, 2028 (the “Interest-Only Payment Period”). After the expiration of the Interest-Only Payment Period, beginning on August 1, 2028, the Term Loans will be repayable in 18 equal monthly payments of principal and accrued interest until maturity. The Term Loans will mature on January 1, 2030 (the “Maturity Date”).

The Borrowers paid a commitment fee in the amount of $300,000 on the Closing Date. Upon the payment in full of the Term Loans, the Borrowers shall pay to the Lender a final payment in the amount of $1.2 million.

At the Borrowers’ option, the Borrowers may prepay all of the outstanding Term Loans, subject to a prepayment premium equal to (a) 2.0% of the Term Loans being prepaid if the prepayment occurs during the 24 months following the Closing Date; and (b) 1.0% of the Term Loans being prepaid if the prepayment occurs after the 24 month anniversary of the Closing Date.

The Borrowers’ obligations under the Loan Agreement are secured by substantially all of the Borrowers’ assets, including intellectual property, subject to certain customary exceptions.

The Loan Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Borrowers and their subsidiaries to, among other things, dispose of assets, enter into certain licensing arrangements, effect certain mergers, incur debt, grant liens, pay dividends and distributions on their capital stock, make investments and acquisitions, and enter into transactions with affiliates, in each case subject to customary exceptions for a loan facility of this size and type. The Loan Agreement also includes customary events of default, including, among others, payment defaults, material misrepresentations, breaches of covenants following any applicable cure period, cross defaults with certain other indebtedness, bankruptcy and insolvency events, judgment defaults and the occurrence of certain events that could reasonably be expected to have a “material adverse effect.” The occurrence of an event of default could result in the acceleration of the Borrowers’ obligations under the Loan Agreement, the termination of the Lenders’ commitments, a 5% increase in the applicable rate of interest and the exercise by Lender of other rights and remedies provided for under the Loan Agreement.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Loan Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02    Termination of a Material Definitive Agreement.

On December 31, 2025, in connection with the entry into the Loan Agreement, the Borrowers terminated that certain Venture Loan and Security Agreement, dated as of September 28, 2022, as amended, by and between Legacy Kodiak and Lender.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
10.1*						Venture Loan and Security Agreement, dated as of December 31, 2025, by and among Kodiak AI, Inc., Kodiak Robotics, Inc. and Horizon Technology Finance Corporation.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).
*						Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: December 31, 2025

KODIAK AI, INC.

By:

/s/ Don Burnette

Name:

Don Burnette

Title:

Chief Executive Officer

FAQ

What did Kodiak AI, Inc. (KDK) announce in this 8-K?

Kodiak AI, Inc. reported that it and its subsidiary Kodiak Robotics, Inc. entered into a senior secured venture loan and security agreement with Horizon Technology Finance Corporation, providing a term loan facility of up to $30.0 million, all of which was borrowed on December 31, 2025.

How will Kodiak AI (KDK) use the $30.0 million term loan proceeds?

The company used a portion of the $30.0 million term loan proceeds to repay existing indebtedness with Horizon Technology Finance Corporation, and the remaining funds will be used for working capital and general corporate purposes.

What are the key interest rate and payment terms of Kodiak AI's new loan?

The term loans accrue interest at the prime rate plus 3.50%, with a prime floor of 6.50%. Kodiak will make monthly interest-only payments from February 1, 2026 through July 1, 2028, then repay principal and interest in 18 equal monthly installments until the January 1, 2030 maturity date.

What fees and prepayment penalties are associated with Kodiak AI's loan facility?

Kodiak paid a $300,000 commitment fee at closing and must pay a $1.2 million final payment when the term loans are paid in full. If it prepays, the company owes a prepayment premium of 2.0% of the prepaid amount during the first 24 months after closing and 1.0% thereafter.

What collateral and covenants apply to Kodiak AI's new debt agreement?

The borrowers' obligations are secured by substantially all of their assets, including intellectual property, subject to customary exceptions. The agreement includes customary affirmative and negative covenants restricting activities such as incurring additional debt, granting liens, paying dividends, making certain investments and acquisitions, and entering into specified affiliate transactions, along with standard events of default and a 5% interest rate increase upon default.

What prior financing arrangement did Kodiak AI (KDK) terminate?

On December 31, 2025, in connection with entering the new loan agreement, Kodiak AI and its subsidiary terminated their prior Venture Loan and Security Agreement dated September 28, 2022, as amended, with the same lender, Horizon Technology Finance Corporation.