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): ~~June~~July 111, 2026

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 ý

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 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Kodiak~~Compensatory ~~AI,~~Arrangements ~~Inc. (the “Company”) held its 2026 Annual Meeting~~ of ~~Stockholders~~Named ~~(“Annual~~Executive ~~Meeting”)~~Officers ~~on June 11, 2026. The matters submitted to a vote at the Annual Meeting and the final voting results of such matters were as follows:~~

~~Proposal~~On July 1, -2026, ~~Election~~Kodiak AI, Inc. (the “Company”), following a review of the Company’s executive compensation program by its independent compensation consultant and the Compensation Committee of the Board of Directors (the “Compensation Committee”), made certain changes to annual compensation for Don Burnette, Chief Executive Officer, Surajit Datta, Chief Financial Officer, and Michael Wiesinger, Chief Operating Officer. The Compensation Committee approved the increase of Mr. Burnette’s base salary from $425,000 to $525,000 and approved an annual incentive bonus opportunity of up to 100% of his base salary, an increase from 80% of his base salary that was previously in effect. In addition, the Compensation Committee approved the increase of Mr. Datta’s base salary from $400,000 to $450,000, and the increase of Mr. Wiesinger’s base salary from $400,000 to $450,000. These changes are effective as of July 1, 2026.

~~The~~In ~~Company’s~~addition, ~~stockholders~~on ~~approved~~July 1, 2026, the ~~election~~Compensation ofCommittee ~~two~~approved ~~Class~~grants Iof ~~directors~~time-based torestricted ~~hold~~stock ~~office~~units ~~until~~under the Company’s ~~2029~~2025 ~~annual~~Equity ~~meeting~~Incentive ofPlan ~~stockholders~~(the “2025 Plan”) to Messrs. Burnette, Datta and ~~until~~Wiesinger ~~their~~with ~~respective~~intended ~~successors~~values ~~are~~at ~~elected~~grant ~~and~~of ~~qualified~~$7,000,000, or$2,500,000 ~~until~~and ~~their~~$2,500,000, ~~earlier~~respectively ~~death~~(together, ~~resignation~~the or“Executive ~~removal~~RSUs”). The ~~final~~Executive ~~voting~~RSUs ~~results~~will ~~were~~vest asquarterly ~~follows:~~over a four-year period, in each case, subject to a six-month vesting cliff and the applicable executive's continued service with the Company through the applicable vesting date.

Director Nominee	Votes For	Withheld	Broker Non-Votes
Don Burnette	132,630,705	89,913	2,294,131
Kristin Sverchek	130,387,753	2,332,865	2,294,131

Cancellation of Datta Option and Award of Restricted Stock Units

~~Proposal~~On July 1, 2026, the Company and Mr. Datta mutually agreed to cancel the time-based option to purchase 2,035,915 shares of the Company’s common stock at a price per share of $8.88 that was previously granted to Mr. Datta on August 27, 2025, in connection with his commencement of employment (the “Datta Option”). In consideration of the cancellation of the Datta Option, the Compensation Committee approved a grant of 563,063 time-based ~~Ratification~~restricted stock units under the 2025 Plan to Mr. Datta (the “Datta RSUs”). The Datta RSUs will vest quarterly over a four-year period from the vesting commencement date of ~~Independent~~the ~~Registered~~Datta ~~Public~~Option, ~~Accounting~~subject ~~Firm~~to a one-year vesting cliff and Mr. Datta’s continued service with the Company through the applicable vesting date.

The ~~Company’s~~foregoing ~~stockholders~~descriptions ~~ratified~~of the ~~appointment~~Executive RSUs and the Datta RSUs are not complete and are qualified in their entirety by reference to the 2025 Plan and the form of ~~Deloitte~~restricted &stock ~~Touche~~unit ~~LLP~~agreement thereunder, which are filed as Exhibit 10.2 to the Company’'s ~~independent~~Annual ~~registered~~Report ~~public~~on ~~accounting~~Form ~~firm~~10-K for the ~~Company’s fiscal~~ year ~~ending~~ended December 31, ~~2026.~~2025 ~~The~~and ~~final~~are ~~voting~~incorporated ~~results~~herein ~~were~~by ~~as follows:~~reference.

Votes For			Votes Against			Abstentions			Broker Non-Votes
134,941,047			23,120			50,582			—

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

EXHIBIT INDEX


Exhibit No.						Description
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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.

KODIAK AI, INC.

By:

/s/ Surajit Datta

Name:

Surajit Datta

Title:

Chief Financial Officer

Date: June 15, 2026

Date: July 2, 2026

Filing Compare · Kodiak AI, Inc.