8-Kfiled October 21, 2025, 7:59 PM ETticker KDKCIK 0001853138
other materialconfidence highsentiment neutralmateriality 0.60
Kodiak AI adjusts warrant exercise price to $9.28 and redemption trigger to $14.53
Kodiak AI, Inc.
Warrant exercise price reduced from $11.50 to $9.28 per share, effective Oct 20, 2025.
Redemption trigger price lowered from $18.00 to $14.53 per share.
Adjustments triggered by issuance of Series A convertible preferred stock and warrants at effective price below $9.20 in connection with Sep 24 business combination.
Market Value of common stock used for calculation was $8.07 per share.
Applies to 24,999,990 public warrants and 14,300,000 private placement warrants.
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).
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