Kodiak AI, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing proxy statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Fellow Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of Kodiak AI, Inc., to be held virtually on June 11, 2026, at 10:00 a.m., Pacific Time.

The annual meeting will be conducted virtually via live webcast. You will be able to attend the annual meeting virtually by visitingwww.virtualshareholdermeeting.com/KDK2026, where you will be able to listen to the meeting live, submit questions and vote online.

The attached formal meeting notice and proxy statement contain details of the business to be conducted at the annual meeting.

Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.

On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in Kodiak AI.

Sincerely,

Don Burnette

Chief Executive Officer

KODIAK AI, INC.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

By order of the Board of Directors,

Jordan Coleman

Chief Legal and Policy Officer, Corporate Secretary

TABLE OF CONTENTS

KODIAK AI, INC.

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

To be held on Thursday, June 11, 2026 at 10:00 a.m. Pacific Time

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

What is Kodiak’s relationship to Ares Acquisition Corporation II?

Kodiak Robotics, Inc. (“Legacy Kodiak”) was founded in 2018. On September 24, 2025 (the “Closing Date”), Legacy Kodiak consummated a business combination (the “Business Combination”) with Ares Acquisition Corporation II, a publicly listed special purpose acquisition company and Cayman Islands exempted company (“AACT”) and its subsidiary, whereby Legacy Kodiak became a wholly owned subsidiary of AACT and the stockholders of Legacy Kodiak received shares of common stock in AACT that collectively constituted 85.5% of the then outstanding shares of common stock and preferred stock (on an as-converted to common stock basis). On the Closing Date, AACT changed its name from AACT to “Kodiak AI, Inc.”

Unless the context otherwise requires, “we,” “us,” “our,” “Kodiak” and the “Company” refer to Kodiak AI, Inc., a Delaware corporation and its consolidated subsidiaries following the closing of the Business Combination (the “Closing”), references to “AACT” refer to prior to the Closing, and references to “Legacy Kodiak” refer to Kodiak Robotics, Inc., a Delaware corporation, prior to the Closing and Kodiak Robotics, Inc., a Delaware corporation and wholly-owned subsidiary of Kodiak, after the Closing. All references herein to the “Board” refer to the board of directors of Kodiak.

Why am I receiving these materials?

This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our Board for use at the 2026 annual meeting of stockholders of Kodiak, and any postponements, adjournments, or continuations thereof. The annual meeting will be held on Thursday, June 11, 2026 at 10:00 a.m., Pacific Time. The annual meeting will be conducted virtually via live webcast. You will be able to attend the annual meeting virtually by visitingwww.virtualshareholdermeeting.com/KDK2026, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.

The Notice of Internet Availability of Proxy Materials (the "Notice"), containing instructions on how to access this proxy statement, the accompanying notice of annual meeting and the form of proxy and our annual report, is first being sent or given on or about April 24, 2026 to all stockholders of record as of the close of business on April 17, 2026. The proxy materials and our annual report can be accessed as of April 24, 2026 by visitingwww.proxyvote.com. If you receive the Notice, then you will not receive a printed copy of the proxy materials or our annual report in the mail unless you specifically request these materials. Instructions for requesting a printed copy of the proxy materials and our annual report are set forth in the Notice.

What proposals will be voted on at the annual meeting?

The following proposals will be voted on at the annual meeting:

•the election of each Class I director nominee named in this proxy statement to hold office until our 2029 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal; and

•the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

As of the date of this proxy statement, our management and Board were not aware of any other matters to be presented at the annual meeting.

How does the Board recommend that I vote on these proposals?

Our Board recommends that you vote your shares:

•“FOR” the election of each Class I director nominee named in this proxy statement; and

•“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

Who is entitled to vote at the annual meeting?

You can vote at the annual meeting if you were a holder of our common stock (the “Common Stock”) or our 9.99%Series A cumulative convertible preferred stock (the “Series A Preferred Stock”) as of the close of business on April 17, 2026, which is the “record date.” As of the record date, there were an aggregate of 183,804,469 shares of Common Stock outstanding and entitled to vote on any matter and 142,155 shares of Series A Preferred Stock outstanding and entitled to vote on any matter. You have one vote for each share of Common Stock held by you as of the record date. The holders of Series A Preferred Stock are entitled to vote on all matters submitted to the stockholders for a vote together with the holders of Common Stock as a single class, on an as-converted basis, with a number of votes per share of Series A Preferred Stock equal to the number of whole shares resulting from (x) the Accrued Value (as defined in the Certificate of Designation of Preferences, Rights and Limitations of 9.99% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”)) of such share of Series A Preferred Stock, plus any Accrued but Unpaid Dividends (as defined in the Certificate of Designation) on such share, each as of the record date, divided by (y) the Conversion Price (as defined in the Certificate of Designation) in effect as of the record date. A holder of Series A Preferred Stock is entitled to 104 votes at the annual meeting for each share of Series A Preferred Stock it holds based on the as-converted value of such shares as of the record date, subject to any beneficial ownership limitation applicable to such holder or its Attribution Parties (as defined in the Certificate of Designation). Stockholders are not permitted to cumulate votes with respect to the election of directors.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

As summarized below, there are some distinctions between shares held of record and those owned beneficially, or in “street name.”

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by us. Throughout this proxy statement, we refer to these holders as “stockholders of record.” As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the annual meeting.

Beneficial Owners, or “Street Name” Stockholders

If your shares are held in a brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by your broker, bank or other nominee, which is considered the stockholder of record with respect to those shares. Throughout this proxy statement, we refer to these holders as “street name stockholders.” As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account by following the instructions that your broker, bank or other nominee sent to you. If you do not provide voting instructions, your shares may constitute broker non-votes. As a beneficial owner, you are also invited to attend the annual meeting. However, because you are not the stockholder of record, you may not vote these shares at the annual meeting unless you obtain a signed legal proxy from your broker, bank or other nominee, who is the stockholder of record, giving you the right to vote the shares.

What are broker non-votes and abstentions?

A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If you are a street name stockholder, your broker, bank or other nominee is permitted to vote your shares on the ratification of the independent registered public accounting firm, which is a routine matter, even if the record holder does not receive voting instructions from you. Absent instructions from you, the record holder may not vote on any non-routine matter, including for example, a director election, a matter relating to executive compensation or any stockholder proposal. In that case, without your voting instructions, a broker non-vote will occur. You should consult your broker, bank or other nominee if you have questions about this.

An “abstention” will occur at the annual meeting if your shares of Common Stock or Series A Preferred Stock are deemed to be present at the annual meeting, either because you virtually attend the annual meeting or because you have properly completed and returned a proxy, but you do not vote on any proposal or other matter which is required to be voted on by our stockholders at the annual meeting.

Is there a list of registered stockholders entitled to vote at the annual meeting?

A list of registered stockholders entitled to vote at the annual meeting will be made available for examination by any stockholder for any purpose germane to the meeting for a period of ten days ending on the day before the meeting between the hours of 9:00 a.m. and 5:00 p.m. Pacific Time at our corporate headquarters located at 1049 Terra Bella Avenue, Mountain View, California 94043 by contacting our corporate secretary.

How many votes are needed for approval of each proposal?

Proposal No. 1 - Election of directors

The election of directors requires a plurality vote of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon. “Plurality” means that the two nominees who receive the largest number of votes cast “FOR” such nominees are elected as directors. As a result, any shares not voted “FOR” a particular nominee (whether as a result of a withhold vote or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “FOR” or “WITHHOLD” on each of the nominations for election as a director.

Proposal No. 2 - Ratification of appointment of independent registered public accounting firm

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions are considered votes present or represented by proxy and, thus, will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have no effect on the outcome of this proposal.

What is the quorum requirement for the annual meeting?

A quorum is the minimum number of shares required to be present or represented by proxy at the annual meeting for the meeting to be properly held under our Bylaws and Delaware law. The presence, in person (including virtually) or by proxy, of holders of a majority of the voting power of our capital stock entitled to vote as of the record date will constitute a quorum to transact business at the annual meeting. Stockholders who log in to the annual meeting using the control number included on their Notice or proxy card will be considered present at the annual meeting. Abstentions, withhold votes and broker non-votes will be counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place.

How do I vote and what are the voting deadlines?

If you are a stockholder of record, you may vote in one of the following ways:

•by Internet atwww.proxyvote.com, 24 hours a day, 7 days a week, until 11:59 p.m. Eastern time, on June 10, 2026 (have your Notice or proxy card in hand when you visit the website);

•by toll-free telephone at 1-800-690-6903, 24 hours a day, 7 days a week, until 11:59 p.m. Eastern time, on June 10, 2026 (have your Notice or proxy card in hand when you call);

•by completing, signing and mailing your proxy card, which must be received prior to the annual meeting; or

•by attending the annual meeting virtually by visitingwww.virtualshareholdermeeting.com/KDK2026, where you may vote during the meeting (have your Notice or proxy card in hand when you visit the website).

Submitting your proxy by Internet, by telephone or by mail will in no way limit your right to vote at the annual meeting if you later decide to attend virtually. Even if you currently plan to virtually attend the annual meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the annual meeting.

If you are a street name stockholder, then you will receive voting instructions from your broker, bank or other nominee. You must follow the instructions provided by your broker, bank or other nominee in order to instruct them on how to vote your shares. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, then you may not vote your shares at the annual meeting unless you obtain a legal proxy from your broker, bank or other nominee.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted:

•“FOR” the election of each Class I director nominee named in this proxy statement; and

•“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

In addition, if any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

If you are a stockholder of record and you do not submit a proxy or otherwise vote your shares using one of the methods above, then your shares will not be voted.

Brokers, banks and other nominees holding shares of capital stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole routine matter: the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Because that proposal is routine, we do not expect it to receive any broker non-votes. Your broker, bank or other nominee will not have discretion to vote on any of our other proposals, including the election of directors, which are considered non-routine matters, absent direction from you. If your broker, bank or other nominee votes your shares on our sole routine matter but is not able to vote your shares on our non-routine matters, then those shares will be treated as broker non-votes with respect to our non-routine matters. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on each of the proposals.

Can I change my vote or revoke my proxy?

If you are a stockholder of record, you can change your vote or revoke your proxy before the annual meeting by:

•entering a new vote by Internet or telephone (subject to the applicable deadlines for each method as set forth above);

•completing and returning a later-dated proxy card, which must be received prior to the annual meeting;

•delivering a written notice of revocation to our corporate secretary at 1049 Terra Bella Avenue, Mountain View, CA 94043, Attention: Corporate Secretary, which must be received prior to the annual meeting; or

•attending and voting at the annual meeting (although attendance at the annual meeting will not, by itself, revoke a proxy).

If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.

What do I need to do to attend the annual meeting?

You are entitled to attend the annual meeting only if you were a stockholder as of the record date, a proxy holder for such a stockholder or an invited guest of the Company. We will be hosting the annual meeting via webcast only. You will be able to attend the annual meeting virtually and vote your shares electronically during the meeting by visitingwww.virtualshareholdermeeting.com/KDK2026. To participate in the annual meeting, you will need the control number included on your Notice or proxy card. If you lose your control number, you may join the annual meeting as a “Guest” but you will not be able to vote or ask questions. The annual meeting webcast will begin promptly at 10:00 a.m., Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Pacific Time, and you should allow ample time for the check-in procedures.

Can I ask questions at the annual meeting?

You may submit appropriate questions via the Internet during the annual meeting by participating in the webcast atwww.virtualshareholdermeeting.com/KDK2026. We will answer questions that are in compliance with the annual meeting rules of conduct that will be available on the virtual meeting website. Following adjournment of the formal business of the annual meeting, we will address as many questions, pertinent to meeting matters and submitted in accordance with the meeting rules of conduct, as possible in the time allotted for the meeting. If we receive substantially similar questions, we will group those questions together and provide a single response to avoid repetition.

As noted above, if you lose your control number, you may join the annual meeting as a “Guest” but you will not be able to vote or ask questions.

How can I get help if I have trouble checking in or listening to the annual meeting online?

Online check-in to the annual meeting webcast will begin at 9:45 a.m., Pacific Time. You should allow ample time to log in to the meeting webcast and test your computer audio system. During online check-in and continuing through the duration of the annual meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the annual meeting. If you encounter difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.

What is the effect of giving a proxy?

Proxies are being solicited by and on behalf of our Board. Surajit Datta, our Chief Financial Officer, and Jordan Coleman, our Chief Legal and Policy Officer, and each of them, with full power of substitution and re-substitution, have been designated as proxy holders for the annual meeting by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the annual meeting in accordance with the instructions of the stockholder. If, however, a proxy card is dated, executed and returned, but no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board on the proposals as described above. If any other matters are properly brought before the annual meeting, then the proxy holders will use their own judgment to determine how to vote shares with respect to which they hold a proxy. If you have granted a proxy and the annual meeting is postponed or adjourned, then the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

How can I contact Kodiak’s transfer agent?

You may contact our transfer agent, Continental Stock Transfer & Trust Company, by telephone at (800) 509-5586, by writing Continental Stock Transfer & Trust Company, Attention: Shareholder Relations,1 State Street, 30th Floor, New York, New York 10004-1561, or by e-mail atcstmail@continentalstock.com.

How are proxies solicited for the annual meeting and who is paying for such solicitation?

Our Board is soliciting proxies for use at the annual meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. At our discretion, we may engage a proxy solicitation firm to assist us with the solicitation process, and we will bear the costs of any such engagement.

Where can I find the voting results of the annual meeting?

We anticipate announcing preliminary voting results at the annual meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the U.S. Securities and Exchange Commission (the "SEC"), within four business days after the meeting. If final voting results are not available to us in time to timely file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to that Form 8-K as soon as they become available.

Why did I receive the Notice instead of a full set of proxy materials?

In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. We believe that this process expedites stockholders’ receipt of the proxy materials, lowers the costs of the annual meeting and helps conserve natural resources. As a result, we are mailing to our stockholders a Notice instead of a paper copy of the proxy materials. The Notice contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request printed copies of the proxy materials and our annual report and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings. We may, at our discretion, voluntarily choose to mail or deliver a paper copy of the proxy materials, including our proxy statement and annual report, to one or more stockholders.

What does it mean if I receive more than one Notice or more than one set of printed proxy materials?

If you receive more than one Notice or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one paper copy of the Notice or proxy statement and annual report. How may I obtain an additional copy of the Notice or proxy statement and annual report?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice and, if applicable, the proxy statement and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy statement and annual report, to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Notice or proxy statement and annual report, as applicable, you may contact us as follows:

Attention: Investor Relations

Email: investor@kodiak.ai

Tel: (650) 209-8005

Street name stockholders may contact their broker, bank or other nominee to request information about householding.