Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Kodiak AI, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
500081104 (CUSIP Number) |
09/24/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 500081104 |
| 1 | Names of Reporting Persons
Paz Eshel Living Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,075,095.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 500081104 |
| 1 | Names of Reporting Persons
Eshel Paz Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,075,095.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Kodiak AI, Inc. | |
| (b) | Address of issuer's principal executive offices:
1049 TERRA BELLA AVENUE, MOUNTAIN VIEW, CALIFORNIA, 94043. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by Paz Michael Eshel (Mr. Eshel) and the Paz Eshel Living Trust (the Trust) | |
| (b) | Address or principal business office or, if none, residence:
The business address of the both of the Reporting Persons is 2261 Market Street, Suite 85377, San Francisco, CA 94114. | |
| (c) | Citizenship:
Mr. Eshel is a citizen of the United States. The Trust is organized under the laws of California. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
500081104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See cover pages Rows 5 - 11. The Trust is the record and beneficial owner of 17,075,095 shares of Common Stock, par value $0.0001 per share, of the Issuer, representing 9.4% of the outstanding Common Stock of the Issuer. Mr. Eshel is the sole trustee of the Trust, and Mr. Eshel has the right to revoke the Trust at any time, therefore Mr. Eshel may be deemed the beneficial owner of 17,075,095 shares of Common Stock, representing 9.4% of the outstanding Common Stock of the Issuer. Accordingly, Rows 6 and 8 on the cover pages reflect that Mr. Eshel and the Trust have shared power to vote and dispose, or to direct the disposition of 17,075,095 shares of Common Stock, held by the Trust. | |
| (b) | Percent of class:
The Reporting Persons beneficially own approximately 9.4% of the outstanding Common Stock of the Issuer, calculated based on 181,207,392 shares of Common Stock outstanding as of September 24, 2025, as reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Issuer, dated September 30, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 shares of Common Stock | ||
| (ii) Shared power to vote or to direct the vote:
17,075,095 shares of Common Stock. As stated above, Mr. Eshel and the Trust have shared power to vote and dispose, or to direct the disposition of 17,075,095 shares of Common Stock, held by the Trust. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 shares of Common Stock | ||
| (iv) Shared power to dispose or to direct the disposition of:
17,075,095 shares of Common Stock. As stated above, Mr. Eshel and the Trust have shared power to vote and dispose, or to direct the disposition of 17,075,095 shares of Common Stock, held by the Trust. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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