[8-K] Kodiak AI, Inc. Reports Material Event

Rhea-AI Filing Summary

Kodiak AI, Inc. announced Warrant Adjustments to its outstanding warrants, effective after the close of trading on October 20, 2025. The Company notified holders on October 21, 2025, covering 24,999,990 publicly traded warrants and 14,300,000 private placement warrants, each exercisable for shares of common stock.

The adjustments were made under Section 4.3.2 of the Warrant Agreement following the business combination with Kodiak Robotics, Inc. and AAC II Merger Sub, Inc. The triggers included issuing equity at a Newly Issued Price of less than $9.20 per share, aggregate gross proceeds from such issuances representing more than 60% of total equity proceeds (net of redemptions), and a Market Value over a 20‑day period below $9.20 per share. The Market Value was determined to be $8.07 per share.

A Warrant Adjustment Notice dated October 21, 2025 was filed as Exhibit 99.1.

Insights

Equity & Derivatives Analyst

Anti-dilution triggers led to warrant term adjustments post-merger.

Kodiak AI adjusted the terms of its public (24,999,990) and private (14,300,000) warrants pursuant to an anti-dilution clause in the Warrant Agreement. The triggers combined: equity issued below $9.20 per share, those issuances exceeding 60% of total equity proceeds (net of redemptions), and a 20‑day Market Value below $9.20.

The filing states the Market Value was $8.07 per share. This framework is common in de‑SPAC structures and can alter warrant economics when pricing and post‑close trading meet defined thresholds.

Actual impact depends on the specific adjustment mechanics in the Warrant Agreement and holder behavior. The notice (Exhibit 99.1) formalizes the change following the October 20, 2025 effectiveness.

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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): October 20, 2025

Kodiak AI, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-41691		98-1592112
(State or other jurisdiction of incorporation)		(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)

N/A

(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:

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

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

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

☐ 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.  ☐

Item 3.03 Material Modification to Rights of Security Holders.

On October 21, 2025, Kodiak AI, Inc. (the “Company”) notified (the “Warrant Adjustment Notice”) the holders of its 24,999,990 publicly traded warrants and its 14,300,000 private placement warrants (collectively, the “Warrants”), each of which is exercisable to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), of the following adjustments (the “Warrant Adjustments”), which were effective after the close of trading on October 20, 2025:

• an adjustment to the exercise price of the Warrants from $11.50 per share to $9.28 per share of Common Stock (representing 115% of the Market Value (as defined below)); and

• an adjustment of the $18.00 per share redemption trigger price described in Section 6.1 of the Warrant Agreement (as defined below) to $14.53 per share of Common Stock (representing 180% of the Market Value).

The Warrant Adjustments were effected pursuant to Section 4.3.2 of the Warrant Agreement (the “Warrant Agreement”), dated as of April 20, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, as a result of (i) the Company issuing shares of its 9.99% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, and warrants to purchase Common Stock at an effective issue price of less than $9.20 per share of Common Stock (such price, the “Newly Issued Price”) for capital raising purposes in connection with the consummation of the business combination among the Company, Kodiak Robotics, Inc. and AAC II Merger Sub, Inc. on September 24, 2025 (the “Business Combination”), (ii) the aggregate gross proceeds from such issuances representing more than 60% of the total equity proceeds, and interest thereon, available for funding the Business Combination on the date of the consummation of the Business Combination (net of redemptions) and (iii) the volume-weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummated the Business Combination (such price, the “Market Value”) being below $9.20 per share. The Market Value was determined to be $8.07 per share, which was higher than the Newly Issued Price.

A copy of the Warrant Adjustment Notice is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Warrant Adjustment Notice dated October 21, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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: October 21, 2025

KODIAK AI, INC.
By:		/s/ Don Burnette
Name:		Don Burnette
Title:		Chief Executive Officer

FAQ

What did KDK disclose about its warrants?

Kodiak AI adjusted terms of its warrants effective after the close on October 20, 2025, and sent a Warrant Adjustment Notice on October 21, 2025.

How many KDK warrants are affected?

The notice covers 24,999,990 publicly traded warrants and 14,300,000 private placement warrants.

What triggered the KDK warrant adjustments?

Issuances below $9.20 per share, those issuances exceeding 60% of total equity proceeds (net of redemptions), and a 20‑day Market Value below $9.20.

What was the Market Value used by KDK?

The Market Value was determined to be $8.07 per share.

What transaction context did KDK cite?

The triggers tied to capital raising for the business combination among Kodiak AI, Kodiak Robotics, Inc., and AAC II Merger Sub, Inc., consummated on September 24, 2025.

Where can I find the official notice from KDK?

See Exhibit 99.1, the Warrant Adjustment Notice dated October 21, 2025.