Kodiak AI, Inc.

As filed with the Securities and Exchange Commission on May 29, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

KODIAK AI, INC.

(Exact name of registrant as specified in its charter)

1049 Terra Bella Avenue

Mountain View, California 94043

Tel: (650) 209-8005

(Address, including zip code, and telephone number, including area code, of registrant’s executive offices)

Jordan Coleman

Chief Legal and Policy Officer

1049 Terra Bella Avenue

Mountain View, California 94043

Tel: (650) 209-8005

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey Saper

Melissa Rick

Austin March

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304

Tel: (650) 493-9300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Secondary Offering of

30,769,218 Shares of Common Stock

This prospectus relates to the offer and resale by the selling securityholders identified in this prospectus (the “Selling Securityholders”), of up to 30,769,218 shares of our Common Stock, par value $0.0001 per share (“Common Stock”), consisting of: (i) up to 15,384,609 shares of Common Stock held by the Selling Securityholders (the "2026 PIPE Shares"), and (ii) up to 15,384,609 shares of Common Stock (the "Warrant Shares") issuable upon exercise of warrants to purchase such number of shares (the "2026 PIPE Warrants") held by the Selling Securityholders, each exercisable at an exercise price of $6.00 (such securities described in clauses (i) and (ii) collectively, the "Resale Shares").

The 2026 PIPE Shares and the 2026 PIPE Warrants were issued to the Selling Securityholders pursuant to that certain Subscription Agreement, dated May 7, 2026, by and between the Company and the applicable Selling Securityholders (the “2026 PIPE”). We are registering the Resale Shares pursuant to registration rights granted to the Selling Securityholders in connection with the 2026 PIPE.

The Selling Securityholders may sell any, all or none of the Resale Shares and we do not know when or in what amount the Selling Securityholders may sell their securities hereunder following the date of this prospectus. The Selling Securityholders may sell the securities described in this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell their securities in the section titled “Plan of Distribution” appearing elsewhere in this prospectus.

We are not offering any shares of Common Stock and will not receive any of the proceeds from the sale of the securities by the Selling Securityholders. We will receive proceeds from the exercise of the 2026 PIPE Warrants if such warrants are exercised for cash. The exercise price of the 2026 PIPE Warrants is currently $6.00 per share. The closing price of our Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”) on May 28, 2026 was $7.11 per share. The likelihood that warrant holders will exercise the 2026 PIPE Warrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. To the extent the market price for our Common Stock is less than the then-effective exercise price per share of the 2026 PIPE Warrants, we believe holders of such 2026 PIPE Warrants will be unlikely to exercise such 2026 PIPE Warrants. We will pay the expenses associated with registering the sales by the Selling Securityholders, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus.

Our Common Stock is listed on Nasdaq under the symbol “KDK,” and our Public Warrants are listed on the Nasdaq under the symbol “KDKRW.” On May 28, 2026, the last quoted sale price for our Common Stock as reported on the Nasdaq was $7.11 per share and the last quoted sale price for our Public Warrants as reported on the Nasdaq was $1.19 per warrant.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 14 of this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.