Kodiak AI Files 8-K on Material Agreements & Obligations

TL;DR

Kodiak AI filed an 8-K on 12/31/25 covering new deals and debt.

AI Summary

On December 31, 2025, Kodiak AI, Inc. filed an 8-K report detailing several material events. These include entering into and terminating material definitive agreements, and the creation of direct financial obligations. The company, formerly known as Ares Acquisition Corp II, is incorporated in Delaware and headquartered in Mountain View, CA.

Why It Matters

This filing indicates significant corporate actions, including the establishment and dissolution of agreements and the incurrence of financial obligations, which could impact the company's financial health and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, suggesting potential shifts in the company's operational and financial landscape.

Key Players & Entities

• Kodiak AI, Inc. (company) — Registrant
• Ares Acquisition Corp II (company) — Former company name
• December 31, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Mountain View, CA (location) — Business address

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share KDK The Nasdaq Stock Market L
• $9.28 K — of common stock at an exercise price of $9.28 KDKRW The Nasdaq Stock Market LLC Indic
• $30.0 million — an aggregate principal amount of up to $30.0 million (collectively, the " Term Loans "). A p
• $300,000 — paid a commitment fee in the amount of $300,000 on the Closing Date. Upon the payment i
• $1.2 million — Lender a final payment in the amount of $1.2 million. At the Borrowers' option, the Borrowe

Filing Documents

• aur-20251231.htm (8-K) — 35KB
• exhibit101-ventureloanands.htm (EX-10.1) — 378KB
• 0001853138-25-000022.txt ( ) — 643KB
• aur-20251231.xsd (EX-101.SCH) — 2KB
• aur-20251231_def.xml (EX-101.DEF) — 16KB
• aur-20251231_lab.xml (EX-101.LAB) — 28KB
• aur-20251231_pre.xml (EX-101.PRE) — 16KB
• aur-20251231_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

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)

02 Termination of a Material Definitive Agreement

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.

01 Financial Statements and Exhibits

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

View Full Filing

View this 8-K filing on SEC EDGAR