SCHEDULE: Battery Ventures Discloses 6.3% Stake in Kodiak AI

Battery Ventures and its affiliates have filed a Schedule 13D, disclosing a 6.3% beneficial ownership in Kodiak AI, Inc. following a business combination.

Summary

• Battery Ventures XII, L.P. (BV12) and Battery Investment Partners XII, LLC (BIP12), along with their managing members, collectively reported beneficial ownership of 11,356,669 shares of Kodiak AI, Inc. common stock, representing 6.3% of the outstanding class.
• This ownership stems from a business combination where Kodiak Robotics, Inc. (Legacy Kodiak) merged with a subsidiary of Kodiak AI, Inc. on September 24, 2025.
• BV12 and BIP12 had previously invested an aggregate of $25,734,863 and $498,428, respectively, in Legacy Kodiak between July 13, 2018, and February 24, 2025.
• As part of the merger, BV12 received 11,140,899 shares and BIP12 received 215,770 shares of Kodiak AI, Inc. common stock.
• Legacy Kodiak securityholders, including BV12 and BIP12, are eligible to receive up to 75,000,000 additional "Earn Out Securities" (shares and restricted stock units) if the Issuer's common stock achieves certain price thresholds ($18.00, $23.00, and $28.00) within a four-year period or upon a Change of Control.
• BV12 and BIP12 are specifically entitled to receive up to 3,827,538 and 74,109 Earn Out Shares, respectively.
• The Reporting Persons hold these securities for investment purposes and may increase or decrease their holdings.
• A one-year lockup restriction applies to these shares, with an early release clause if the stock price reaches $12.00 for 20 out of 30 consecutive trading days after 150 days post-closing.
• An Amended and Restated Registration Rights Agreement grants the Holders, including BV12 and BIP12, demand and "piggy-back" registration rights for their securities.

Sentiment

Score: 7

Explanation: The filing indicates a significant, long-term investment by a reputable VC firm, with an earn-out structure that aligns investor interests with future stock performance. The lockup period, while restrictive, has an early release clause, and registration rights provide future liquidity. This suggests a positive outlook on the company's potential, despite the inherent risks of achieving high stock price thresholds.

Positives

• Significant investment by Battery Ventures, a reputable venture capital firm, indicating confidence in Kodiak AI's long-term prospects.
• The earn-out structure aligns the interests of former Legacy Kodiak securityholders with the future performance of Kodiak AI's stock price, incentivizing growth.
• Registration rights agreement provides liquidity options for the Reporting Persons in the future.

Negatives

• A one-year lockup period restricts immediate liquidity for a substantial portion of the shares held by the Reporting Persons, though an early release clause exists.
• The earn-out thresholds ($18, $23, $28) are significantly higher than the $12 early lockup release threshold, suggesting a substantial increase in stock price is needed for full earn-out.

Risks

• Achievement of Earn Out Securities is contingent on the Issuer's common stock reaching specific price thresholds ($18.00, $23.00, $28.00) within a four-year period, which is not guaranteed.
• The lockup restrictions could limit trading volume and price discovery for a period, potentially impacting market liquidity.
• Future sales by Reporting Persons after the lockup period or through registration rights could put downward pressure on the stock price.

Future Outlook

The future outlook for Kodiak AI, Inc. includes potential significant share price appreciation, as evidenced by the earn-out structure tied to stock price thresholds of $18.00, $23.00, and $28.00 per share within a four-year period. The Reporting Persons intend to continue their investment for value appreciation and may engage in further purchases or sales based on market conditions and company performance. An early release from lockup is possible if the stock price reaches $12.00 for 20 out of 30 trading days after 150 days post-closing.

Management Comments

• The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer.
• Scott R. Tobin, a managing member of BP12, is a member of the board of directors of the Issuer. As a director of the Issuer, Mr. Tobin may have influence over the corporate activities of the Issuer.

Industry Context

This filing reflects a common post-SPAC or business combination scenario where early investors' stakes are converted into the public entity's shares. The earn-out structure is a typical mechanism in such deals to incentivize long-term performance and align interests, particularly in high-growth sectors like AI and autonomous technology where valuation milestones are critical. The involvement of a prominent venture capital firm like Battery Ventures suggests continued investor confidence in the autonomous driving or AI sector, despite potential market volatility.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: The lockup provisions and potential future sales via registration rights could impact market liquidity and share price. The earn-out structure provides a clear incentive for management to drive stock performance.
• Management/Employees: Scott R. Tobin, a director, may receive equity awards, aligning his interests with shareholder value. The earn-out RSUs also incentivize performance for former Legacy Kodiak securityholders who may be part of management/employees.

Next Steps

• Issuer is obligated to file a registration statement to register the resale of securities held by the Holders, including BV12 and BIP12.
• Reporting Persons may purchase additional securities or dispose of existing holdings in the future.
• Achievement of stock price thresholds ($18.00, $23.00, $28.00) for Earn Out Securities within the four-year Earn Out Period.
• Potential early expiration of lockup restrictions if the stock price reaches $12.00 for 20 out of 30 consecutive trading days commencing at least 150 days after Closing.

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership following a business combination, rather than new operational or financial results. While the significant stake by Battery Ventures and the earn-out structure suggest long-term confidence and potential upside, the one-year lockup period and the need to achieve substantial stock price thresholds for full earn-out introduce near-term limitations and uncertainty. Investors should hold to observe the company's post-merger performance and progress towards the earn-out milestones, as well as the impact of the lockup expiration.

Keywords

Kodiak AI, Battery Ventures, Schedule 13D, Beneficial Ownership, Venture Capital, Business Combination, Merger, Earn Out Shares, Lockup, Registration Rights, Autonomous Driving, AI