Kodiak AI, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. Index To Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) (PCAOB ID: 34 ) 68 Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) (PCAOB ID: 42 ) 69 Consolidated Balance Sheets 70 Consolidated Statements of Operations and Comprehensive Loss 72 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit 73 Consolidated Statements of Cash Flows 74 Notes to Consolidated Financial Statements 75 67 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Kodiak AI, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Kodiak AI, Inc. (the “Company”) as of December 31, 2025 and 2024, the related statement of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit, and cash flows, for each of the two years in the period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 and 2024 in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has recurring losses and negative cash flows from operations, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP San Jose, California March 11, 2026 We have served as the Company’s auditor since 2025. 68 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Kodiak AI, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Kodiak AI, Inc. (formerly Kodiak Robotics, Inc., the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. The Company's Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2023 to 2025. San Jose, CA May 14, 2025, except for the effects of the reverse recapitalization described in Note 1 and Note 3, as to which the date is March 11, 2026 69 Table of Contents Kodiak AI, Inc. Consolidated Balance Sheets (In thousands, except par values) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 50,761 $ 16,709 Marketable securities 69,908 — Accounts receivable 879 1,280 Prepaid expenses and other current assets 4,464 2,260 Total current assets 126,012 20,249 Restricted cash 1,450 1,450 Property and equipment, net 26,553 6,723 Operating lease right-of-use assets 5,261 7,115 Other assets 131 24 Total assets $ 159,407 $ 35,561 Liabilities, redeemable convertible preferred stock and stockholders’ deficit Current liabilities: Accounts payable $ 1,455 $ 1,372 Accrued expenses and other current liabilities 11,354 11,416 Operating lease liabilities, current 1,916 1,638 Debt, current portion 1,065 16,792 Second lien loans 10,872 — Total current liabilities 26,662 31,218 Debt, net of current portion 29,878 17,574 Simple agreements for future equity — 59,301 Operating lease liabilities, noncurrent 3,584 5,723 Common stock warrants 158,346 — Redeemable convertible preferred stock warrant liabilities — 1,619 Other liabilities 804 313 Total liabilities 219,274 115,748 Commitments and contingencies (Note 10) Redeemable convertible preferred stock Series A cumulative redeemable convertible preferred stock, par value $ 0.0001 ; 20,000 and no shares authorized as of December 31, 2025 and December 31, 2024, respectively; 142 and no shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 223,185 — Redeemable convertible preferred stock, par value $ 0.0001 ; no and 98,127 shares authorized as of December 31, 2025 and December 31, 2024, respectively; no and 62,240 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively — 170,648 Stockholders’ deficit Common stock, $ 0.0001 par value; 1,980,000 and 265,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; 175,440 1 and 58,057 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 17 6 Additional paid-in capital 570,578 17,303 70 Table of Contents Accumulated other comprehensive income 22 — Accumulated deficit ( 853,669 ) ( 268,144 ) Total stockholders’ deficit ( 283,052 ) ( 250,835 ) Total liabilities, redeemable convertible preferred stock and stockholders’ deficit $ 159,407 $ 35,561 ________________________ 1 Excludes 6,250,000 shares legally issued and outstanding related to sponsor earn out securities (see Note 3). The accompanying notes are an integral part of these consolidated financial statements. 71 Table of Contents Kodiak AI, Inc. Consolidated Statements of Operations and Comprehensive Loss (In thousands, except per share amounts) Year Ended December 31, 2025 2024 2023 Revenues $ 3,797 $ 14,933 $ 16,946 Operating expenses: Research and development 50,157 43,436 39,469 General and administrative 36,741 20,999 20,305 Truck and freight operations 24,771 9,013 7,662 Sales and marketing 4,753 3,204 3,359 Total operating expenses 116,422 76,652 70,795 Loss from operations ( 112,625 ) ( 61,719 ) ( 53,849 ) Other (expenses) income: Interest expense ( 4,096 ) ( 4,951 ) ( 5,407 ) Interest income and other, net ( 1,327 ) 895 2,194 Loss on issuance of equity instruments ( 210,722 ) — — Change in fair value of common stock warrants ( 35,018 ) — — Change in fair value of second lien loans ( 24,387 ) — — Change in fair value of simple agreements for future equity ( 190,075 ) ( 4,109 ) — Change in fair value of redeemable convertible preferred stock warrant liabilities ( 7,272 ) 426 126 Total other expenses, net ( 472,897 ) ( 7,739 ) ( 3,087 ) Net loss before income taxes ( 585,522 ) ( 69,458 ) ( 56,936 ) Income taxes ( 3 ) ( 1 ) ( 9 ) Net loss $ ( 585,525 ) $ ( 69,459 ) $ ( 56,945 ) Unrealized gains (losses) on marketable securities, net of tax 22 — ( 10 ) Comprehensive loss $ ( 585,503 ) $ ( 69,459 ) $ ( 56,955 ) Net loss per common share, basic and diluted $ ( 6.42 ) $ ( 1.19 ) $ ( 0.98 ) Weighted-average common shares outstanding, basic and diluted 91,225 58,410 57,932 The accompanying notes are an integral part of these consolidated financial statements. 72 Table of Contents Kodiak AI, Inc. Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit (In thousands) Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Comprehensive Income Total Stockholders’ Deficit Shares Amount Shares Amount Balance as of December 31, 2022 93,963 $ 170,648 86,360 $ — $ 6,602 $ ( 141,740 ) $ 10 $ ( 135,128 ) Reverse recapitalization ( 31,723 ) — ( 29,155 ) 6 ( 6 ) — — — Balance as of December 31, 2022 62,240 $ 170,648 57,205 $ 6 $ 6,596 $ ( 141,740 ) $ 10 $ ( 135,128 ) Issuance of common stock upon exercise of stock options — — 571 — 306 — — 306 Stock-based compensation — — — — 5,399 — — 5,399 Correction of an immaterial error of redeemable convertible preferred stock warrants — — — — ( 720 ) — — ( 720 ) Other comprehensive income (loss) — — — — — — ( 10 ) ( 10 ) Net loss — — — — — ( 56,945 ) — ( 56,945 ) Balance as of December 31, 2023 62,240 $ 170,648 57,776 $ 6 $ 11,581 $ ( 198,685 ) $ — $ ( 187,098 ) Issuance of common stock upon exercise of stock options — — 281 — 172 — — 172 Stock-based compensation — — — — 5,550 — — 5,550 Net loss — — — — — ( 69,459 ) — ( 69,459 ) Balance as of December 31, 2024 62,240 $ 170,648 58,057 $ 6 $ 17,303 $ ( 268,144 ) $ — $ ( 250,835 ) Conversion of redeemable convertible preferred stock in connection with reverse recapitalization ( 62,240 ) ( 170,648 ) 62,240 6 170,642 — — 170,648 Reverse recapitalization transaction, net of transaction costs 1 — — 52,513 5 361,162 — — 361,167 Series A redeemable convertible preferred stock issued in connection with reverse recapitalization, net 142 223,185 — — — — — — Issuance of common stock in connection with debt financing — — 46 — 499 — — 499 Issuance of common stock upon exercise of common stock warrants — — 26 — 86 — — 86 Issuance of common stock upon exercise of stock options — — 2,558 — 1,434 — — 1,434 Stock-based compensation — — — — 19,452 — — 19,452 Other comprehensive income (loss) — — — — — — 22 22 Net loss — — — — — ( 585,525 ) — ( 585,525 ) Balance as of December 31, 2025 142 $ 223,185 175,440 $ 17 $ 570,578 $ ( 853,669 ) $ 22 $ ( 283,052 ) 1 Excludes 6,250,000 shares legally issued and outstanding related to sponsor earn out securities (see Note 3). The accompanying notes are an integral part of these consolidated financial statements. 73 Table of Contents Kodiak AI, Inc. Consolidated Statements of Cash Flows (In thousands ) Year Ended December 31, 2025 2024 2023 Operating activities: Net loss $ ( 585,525 ) $ ( 69,459 ) $ ( 56,945 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,248 4,616 4,114 Stock-based compensation 19,082 5,550 5,399 Non-cash lease expense 1,853 1,832 2,164 Accretion of discount on marketable securities ( 480 ) — ( 909 ) Transaction costs allocated to common stock warrants 3,223 — — Change in fair value of second lien loans 24,387 — — Change in fair value of simple agreements for future equity 190,075 4,109 — Change in fair value of redeemable convertible preferred stock warrant liabilities 7,272 ( 426 ) ( 126 ) Change in fair value of common stock warrants 35,018 — — Loss on issuance of equity instruments 210,722 — — Non-cash interest expense 795 402 788 Loss on disposal of property and equipment 265 — — Changes in operating assets and liabilities: Accounts receivable 401 ( 1,044 ) 9 Prepaid expenses and other current assets ( 2,180 ) 645 ( 484 ) Other assets ( 105 ) 276 ( 276 ) Accounts payable ( 717 ) ( 811 ) 558 Accrued expenses and other current liabilities ( 407 ) 5,102 3,833 Operating lease liabilities ( 1,861 ) ( 1,796 ) ( 2,222 ) Other liabilities 492 43 255 Net cash used in operating activities ( 94,442 ) ( 50,961 ) ( 43,842 ) Investing activities: Proceeds from maturities of marketable securities — — 51,000 Purchases of marketable securities ( 69,406 ) — ( 30,452 ) Purchases of property and equipment ( 22,026 ) ( 3,192 ) ( 3,270 ) Payment of deposits — ( 20 ) — Net cash (used in) provided by investing activities ( 91,432 ) ( 3,212 ) 17,278 Financing activities: Proceeds from the issuance of debt, net of issuance costs 29,662 — 3,671 Repayment of debt ( 33,381 ) ( 2,238 ) ( 1,934 ) Proceeds from issuance of second lien loans 43,865 — — Proceeds from issuance of simple agreements for future equity 23,660 45,192 10,000 Proceeds from issuance of Series A cumulative redeemable convertible preferred stock 145,000 — — Proceeds from the reverse recapitalization, net of transaction costs 26,239 — — Proceeds from exercise of stock options 1,422 172 292 Proceeds from exercise of common stock warrants 77 — — Payments for deferred offering costs ( 16,618 ) — — Net cash provided by financing activities 219,926 43,126 12,029 Net change in cash and cash equivalents and restricted cash 34,052 ( 11,047 ) ( 14,535 ) Cash and cash equivalents and restricted cash at beginning of period 18,159 29,206 43,741 Cash and cash equivalents and restricted cash at end of period $ 52,211 $ 18,159 $ 29,206 Components of cash and restricted cash at period end: Cash and cash equivalents $ 50,761 $ 16,709 $ 27,756 Restricted cash 1,450 1,450 1,450 Total cash and cash equivalents and restricted cash $ 52,211 $ 18,159 $ 29,206 Supplemental disclosure of cash activities: Cash paid for interest $ 3,303 $ 4,561 $ 4,606 Cash paid for income taxes $ — $ 3 $ 5 Supplemental disclosure of non-cash activities: Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities $ 1,360 $ 118 $ — Operating lease right-of-use asset obtained in exchange for operating lease liability upon modification of operating lease $ — $ 1,881 $ 2,388 Operating lease right-of-use asset obtained in exchange for operating lease liability upon new operating lease $ — $ 1,146 $ — Proceeds from exercise of stock options included in prepaid and other current assets $ 12 $ — $ 14 Proceeds from exercise of common stock warrants included in prepaid and other current assets $ 9 $ — $ — Conversion of simple agreements for future equity into common stock in connection with reverse recapitalization $ 263,036 $ — $ — Conversion of redeemable preferred stock into common stock in connection with reverse recapitalization $ 170,648 $ — $ — Conversion of second lien loans into common stock in connection with reverse recapitalization $ 67,379 $ — $ — Settlement of transaction costs in common stock in connection with reverse recapitalization $ 12,500 $ — $ — Exchange of simple agreements for future equity for second lien loan $ 10,000 $ — $ — Net exercise of warrants in connection with reverse recapitalization $ 8,891 $ — $ — Issuance of non-redemption common stock in connection with reverse recapitalization $ 3,220 $ — $ — Liabilities assumed from reverse recapitalization $ 31 $ — $ — Issuance of common stock in connection with a debt agreement $ 499 $ — $ — The accompanying notes are an integral part of these consolidated financial statements. 74 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements A 1. Description of Business Overview Kodiak AI, Inc. and its wholly owned subsidiary (the “Company” or “Kodiak”), headquartered in Mountain View, California, is a provider of artificial intelligence (“AI”)-powered autonomous vehicle technology. This technology addresses the needs of the long-haul trucking, industrial trucking, and defense industries. The Company’s core offering, the Kodiak Driver, is a single-platform virtual driver that combines advanced AI software with modular hardware for customer deployments. All Company operations are conducted in the United States. The Company was originally incorporated in the Cayman Islands as an exempted company on March 15, 2021 under the name Ares Acquisition Corporation II (“AACT”). AACT was created as a special purpose acquisition company with the purpose of effecting a merger or similar transaction with one or more businesses. As contemplated by a definitive business combination agreement dated April 14, 2025 (the “BCA”), Kodiak consummated the merger transaction (the “Merger”) on September 24, 2025 (the “Closing Date” or “Closing”), whereby AAC II Merger Sub, Inc. (“Merger Sub”), a direct wholly owned subsidiary of AACT, merged with and into Kodiak Robotics, Inc. (“Legacy Kodiak”), a Delaware corporation. In connection with the Merger, AACT domesticated as a Delaware corporation and changed its name to Kodiak AI, Inc. The Merger was accounted for as a reverse recapitalization, with Legacy Kodiak being the accounting acquirer and AACT the acquired company for accounting purposes. As a result of the Merger, all historical financial information presented in the consolidated financial statements represent the accounts of Legacy Kodiak. Pursuant to the BCA, the share and per share amounts prior to the Closing have been retroactively converted as shares reflecting the per share merger consideration established in the Closing. The Company’s common stock is listed on the Nasdaq under the symbol “KDK,” and the Company’s warrants to purchase shares of common stock are listed on the Nasdaq under the symbol “KDKRW.” Liquidity and Going Concern The Company has incurred recurring net losses and negative cash flows from operations since inception and, as of December 31, 2025, had an accumulated deficit of $ 853.7 million. As of December 31, 2025, the Company had cash and cash equivalents and marketable securities totaling $ 120.7 million, and short-term debt obligations totaled $ 11.9 million consisting of current portion of debt and second lien loans. The Company expects to incur additional losses and increased expenses in future periods as it continues to scale its business, invest in research and development efforts, increase employee headcount, and incur other expenses commonly associated with being a public company. The Company's future capital requirements are influenced by the rate of adoption of its Kodiak Driver and Driver-as-a-Service (“DaaS”) model, launched in December 2024, as well as associated revenue growth, operating expenses, and research and development activities. To support its operating plan, management expects to seek additional funding through debt or equity offerings, including in the near term in the form of issuing equity and equity-linked securities and incurring additional indebtedness. If additional capital is not obtained, management may need to modify its operational plan by reducing research and development initiatives and lowering growth expectations. These factors in the aggregate raise substantial doubt regarding the Company’s ability to continue as a going concern for at least one year after the filing date of these consolidated financial statements. The Company’s current cash and cash equivalents and marketable securities are expected to fund the Company’s business plan into the fourth quarter of 2026. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the requirements of the Securities and Exchange Commission (the “SEC”) for annual financial reporting. 75 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for the judgments the Company makes about the carrying values of assets and liabilities that are not readily apparent from other sources, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. These judgments, estimates, and assumptions relate to, among other things, the estimated useful lives of property and equipment, the assessment of impairment of long-lived assets, the fair value of redeemable convertible preferred stock warrants (prior to the reverse recapitalization), the fair value of each simple agreement for future equity (“SAFE”) (prior to the reverse recapitalization), the fair value of the Company’s common stock (prior to the reverse recapitalization), the fair value of the Company’s common stock warrants, the measurement of stock-based compensation, the determination of the incremental borrowing rate for operating lease liabilities, the evaluation of uncertain tax positions, and the assessment of the valuation allowance for deferred tax assets. Actual results may differ from these estimates. Risk and Uncertainties The Company has devoted most of its time and resources to developing its proprietary autonomous vehicle technology and first deployed the Kodiak Driver in a customer-owned vehicle in December 2024. The Company’s business and operations may be impacted by general business and economic conditions worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy, including uncertainty around tariffs. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company competes with companies that possess significant financial resources and well-established development, marketing, and sales capabilities. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology. Segment Reporting The Company manages its operations as one operating and reportable segment. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources and evaluating financial performance. The CODM reviews significant segment expenses based on functional line items as disclosed in the consolidated statements of operations and comprehensive loss. Cash and Cash Equivalents Cash and cash equivalents are cash deposits and highly liquid investments, such as money market funds and U.S. Treasury securities, that are readily convertible to known amounts of cash and are subject to insignificant risk of change including due to interest rate, quoted price, or penalty of withdrawal. Marketable securities with an original maturity of 90 days or less when purchased are considered to be cash equivalents. Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal, typically due to the Company’s operating lease agreements. Restricted cash, which is unavailable for a period longer than one year from the balance sheet date, is classified as a noncurrent asset. Otherwise, restricted cash is included in other current assets in the consolidated balance sheets. 76 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Concentration of Risks Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash deposited in accounts at several financial institutions that may exceed the Federal Deposit Insurance Corporation’s insurance limit. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash and cash equivalents and restricted cash to the extent recorded on the balance sheets of such financial institutions. The Company believes it is not exposed to significant credit risk due to the financial position of the financial institutions in which those deposits are held. The Company is also subject to credit risk from its accounts receivable and does not require any collateral. As of December 31, 2025 and 2024, the Company’s balance of accounts receivable was $ 0.9 million and $ 1.3 million, respectively. Customers that represented 10% or greater of the Company’s accounts receivable balance were as follows as of the periods presented: December 31, 2025 2024 Customer A — % 78 % Customer B 89 % — % Customers representing 10% or more of the Company’s revenue for the years ended December 31, 2025, 2024 and 2023 were as follows: Year Ended December 31, 2025 2024 2023 Customer A 26 % 89 % 89 % Customer B 46 % — % — % Marketable Securities The Company invests its excess cash in marketable debt securities with high credit ratings, including money market funds and securities issued by the U.S. government and its agencies that are accounted for as available-for-sale and carried at fair value. The Company classifies its marketable securities as current assets, including those with maturities beyond 12 months, as the Company’s intention is to use the proceeds from sales of its securities to fund its operations. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income and other, net in the consolidated statements of operations and comprehensive loss. Unrealized gains or losses, net of taxes, if any, are included in accumulated other comprehensive income in the consolidated balance sheets and in unrealized gains (losses) on marketable securities in the consolidated statements of operations and comprehensive loss. Realized gains and losses on marketable securities, if any, are included in interest income and other, net . The cost of securities sold is determined based on the trade date using the specific identification method. The Company periodically assesses its marketable debt securities for impairment. For debt securities in an unrealized loss position, this assessment first considers the Company’s intent to sell, or whether it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value within interest income and other, net . For debt securities in an unrealized loss position that do not meet the aforementioned criteria, the Company assesses whether the decline in fair value has resulted from credit losses or other factors. If a credit loss exists, an allowance for credit losses is recorded within interest income and other, net to the extent the fair value is less than the amortized cost basis. No impairment losses have been recognized on marketable securities in the periods presented. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company measures fair value by maximizing the use of observable inputs, where available, and 77 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements minimizing the use of unobservable inputs. Financial assets and liabilities recorded at fair value in the consolidated balance sheets are categorized in the fair value hierarchy based upon the lowest level of input that is significant to the fair value as follows: • Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value of the instrument. Accounts Receivable Accounts receivable are unsecured assets where the Company has unconditional rights to consideration and are recorded at the invoiced amount net of any allowance for credit losses. The Company provides an allowance for expected credit losses based upon the Company’s estimate of collectability of the accounts receivable balances by considering factors such as contractual payment terms, historical experience, credit quality, the age of the account receivable balances, and current economic conditions that may affect a customer’s ability to pay. As of December 31, 2025 and 2024, there was no allowance for expected credit losses. Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation. Equipment and hardware primarily consist of autonomous vehicle hardware. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets, as follows: Useful life Leasehold improvements Shorter of remaining useful life or lease term Vehicles 5 years Technology infrastructure 3 years Equipment and hardware 3 - 5 years Other 3 - 5 years Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property and equipment and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. The company did not record any impairment of long-lived assets as of and for the years ended December 31, 2025, 2024, and 2023. 78 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Leases The Company determines if an arrangement is or contains a lease at inception by assessing whether it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. To date, all of the Company’s leases have been determined to be operating leases. Operating lease liabilities are recognized at the present value of the future lease payments over the expected remaining lease term at the lease commencement date. As the implicit rate in the Company’s lease is generally not readily determinable, the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Certain leases also include options to renew or terminate the lease at the election of the Company. The Company evaluates these options at lease inception and on an ongoing basis. Renewal and termination options that the Company is reasonably certain to exercise are included when classifying leases and measuring lease liabilities and ROU assets. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which the Company has elected to account for as a single lease component. The Company has elected to not record leases on the consolidated balance sheets that, at the lease commencement date, have a lease term of 12 months or less. Warrants and Earn Out Securities The Company classifies contracts in its own equity that do not meet the indexation guidance as liabilities. As of the end of each reporting period, such liability classified instruments are remeasured, with changes in fair value during the reporting period recognized within the consolidated statements of operations and comprehensive loss until the earlier of exercise, settlement, or expiration. The Company classifies contracts in equity that meet the indexation and equity classification guidance as a component of stockholders' deficit and such instruments are not subject to fair value remeasurements. The Company’s publicly traded common stock warrants, privately placed common stock warrants, and warrants assumed from Legacy Kodiak's redeemable convertible preferred stock in connection with the Merger, Kodiak Earn Out Securities and Sponsor Earn Out Securities (each as defined in Note 3) are equity-classified instruments indexed to the Company’s own equity. The Company’s PIPE Warrants and NRA Warrants (each as defined in Note 3) are liability-classified instruments not indexed to the Company’s own equity. Certain Legacy Kodiak warrants to purchase redeemable convertible preferred stock were also liability classified instruments prior to being exercised and settled in connection with the reverse recapitalization. Second Lien Loans The Company elected the fair value option to account for its second lien loans, which were recorded at their estimated fair value at issuance and as of the end of each subsequent reporting period. Changes in estimated fair value were recognized as a component of other (expenses) income in the Company’s consolidated statements of operations and comprehensive loss until either their settlement in connection with the reverse recapitalization, or the end of the reporting period for any loans that remain outstanding. Simple Agreements for Future Equity The Company accounted for the contractual obligation under its SAFEs to issue a variable number of shares as a liability stated at fair value based on the expected value of shares to be issued in the future to settle the obligation with changes in fair value recognized as a component of other (expenses) income in the Company’s consolidated statements of operations and comprehensive loss until settlement in connection with the reverse recapitalization. Redeemable Convertible Preferred Stock The Company classifies its redeemable convertible preferred stock as temporary or mezzanine equity because events triggering liquidation are not solely within the control of the Company. For preferred stock that is probable of becoming 79 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements redeemable, the Company has elected to recognize changes in redemption value as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period to the extent the redemption value exceeds the initial carrying amount. Revenue Recognition The Company generates revenues from: (i) providing DaaS to customers; (ii) delivering freight via Kodiak-owned autonomous trucks powered by the Kodiak Driver; and (iii) providing ground autonomy solutions to the U.S. military The Company recognizes revenue when customers obtain control of promised goods or services in an amount that reflects the consideration the Company expects to receive for those goods or services. The Company applies the following five-step revenue recognition model in accounting for its revenue arrangements: • identification of a contract with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when or as the performance obligations are satisfied. DaaS Beginning in December 2024, the Company began recognizing revenue on a per-vehicle fee under its DaaS business model. Under its DaaS model, the Company supplies self-driving technology consisting of a highly integrated bundle of goods and services that represents a single combined output for which the customer has contracted. This single combined output is made up of both hardware and software, together with ongoing support services, including regular software updates, systems integrations and operational support, including remote monitoring and on-site support. These promises are accounted for as if they were a single performance obligation, as they are delivered to the customer concurrently over the same period of time. Revenue for DaaS arrangements is recognized over time on a ratable basis over the contract term, which is expected to be for a duration of three to four years . Fees are generally billed monthly and are typically on 30 -day payment terms. Freight Delivery The Company’s freight delivery revenues are generated from providing freight transportation services to customers in the commercial sector utilizing Company-owned autonomous trucks powered by the Kodiak Driver. The Company generates revenues based on number of paid miles and rate-per-mile fees primarily determined by local market dynamics, which fees are generally billed upon delivery and are typically on 30 -day payment terms. Customer contracts have a single performance obligation to transport commercial freight to an agreed upon destination. This performance obligation is satisfied over time as freight delivery is performed, which typically occurs within one day. Ground Autonomy Solutions The Company provides ground autonomy solutions to a single customer in defense. Services under these contracts relate to the demonstration of specific capabilities of autonomous driving solutions for military vehicles. Each contract is separately agreed with no interdependencies with respect to pricing, promises or objectives and accounted for as separate arrangements. Each contract has a specified deliverable(s) that represents a single (or combined) performance obligation with the transfer of the significant risks and rewards of ownership occurring upon acceptance of the final deliverable(s) within each contract. The contracts have fixed fees that are invoiced on an agreed upon billing schedule on payment terms in accordance with the Prompt Payment Act. 80 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Control is transferred at a point in time and revenue is recognized upon completion and customer acceptance of each contract’s deliverable(s). Contract Assets and Contract Liabilities A contract asset represents amounts that are unbilled due to agreed-upon contractual terms in which billing occurs subsequent to revenue recognition. A contract liability represents amounts that have been invoiced to the customer for which the Company has the right to invoice (and for which payment was received) but has not been recognized as revenues because the related products or services have not been transferred to the customer. Such amounts are recognized in revenues as performance obligations are met. Practical Expedients and Policy Elections Significant financing component: The promised amount of consideration is not adjusted for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected on behalf of the customers: The Company excludes from the measurement of the transaction price all taxes assessed by governmental authorities when these taxes are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer. Disclosure of remaining performance obligations: The Company does not disclose remaining performance obligations for contracts that have an original expected duration of one year or less. Research and Development Research and development costs are expensed as incurred, and consist primarily of personnel costs, hardware and electrical engineering prototyping, cloud computing and storage, third-party software licenses (including simulation), data labeling, and third-party design services. General and Administrative General and administrative costs consist primarily of personnel costs, facilities rent, insurance, professional services (including external accounting and legal advisors), and other general and administrative costs. Truck and Freight Operations Truck and freight operations costs consist primarily of personnel costs, truck-related operational costs and DaaS operational infrastructure costs, including remote and on-site support and the depreciation of deployed Kodiak Driver hardware. Sales and Marketing Sales and marketing costs consist primarily of personnel costs and sales-related, branding and public relations activities. Advertising costs were $ 0.2 million, $ 0.4 million and $ 0.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Software Development Costs Development costs incurred in the research and development of new software products are expensed as incurred until technological feasibility of the product has been established. Software development costs incurred after technological feasibility has been established are capitalized up to the time the product is available for general release to customers. For the years ended December 31, 2025, 2024, and 2023, no amounts were capitalized. 81 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Stock-based Compensation The Company's stock-based compensation relates to stock-based awards granted to employees and other service providers pursuant to its equity incentive plans. The Company recognizes the cost of stock-based awards based on the estimated grant-date fair value of the awards. Forfeitures are accounted for as they occur. For stock-based awards with service-only vesting conditions (including stock options and restricted stock units (“RSUs”)), expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award of approximately four years . RSUs are measured based on the fair value of the Company's publicly traded common stock. Stock options with service-only vesting conditions are measured by estimating their grant-date fair value using the Black-Scholes option-pricing model, which utilizes inputs and assumptions that involve certain subjective judgment, including: • Fair Value of Common Stock – Prior to the Merger, there had been no public market for the Company’s common stock. Therefore, management and/or the board of directors had historically determined the fair market value of the Company’s common stock at the time of grant by considering a number of objective and subjective factors, including valuations of comparable companies, sales of redeemable convertible preferred stock to unrelated third parties, operating and financial performance, lack of liquidity of capital stock and general and industry-specific economic outlook, among other factors. • Expected Term – The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the award. • Expected Volatility – As there is limited trading history for the Company's common stock, expected volatility is determined based on the average volatility of comparable publicly traded companies over a period equal to the expected term assumption. Comparable companies are chosen based on their similar size, stage in the life cycle or industry. • Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of award. • Expected Dividend – The expected dividend yield assumption is zero as the Company has never paid and has no plans to pay dividends on the Company’s common stock in the foreseeable future. Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the carrying values of assets and liabilities for financial reporting purposes and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when necessary to reduce net tax assets to an amount that is more likely than not to be realized. The Company recognizes the benefits of tax-return positions in the financial statements when they are “more likely than not” to be sustained by the taxing authority, based on the technical merits at the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as a component of income taxes. Basic and Diluted Net Loss Per Common Share Basic and diluted net loss per common share is calculated by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Contingently issuable shares, including shares that are issuable for little or no cash consideration, are considered outstanding common shares and included in the calculation of basic and diluted net loss per share, even if they are antidilutive. Such shares include common stock warrants with a nominal exercise price. Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. As the Company reported a net loss for the periods presented, diluted net loss per common share was the same as basic net loss per common share because the effects of potentially dilutive common stock equivalents were antidilutive. 82 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Comprehensive Loss Comprehensive loss represents the change in the Company’s stockholders’ deficit from all sources other than investments by or distributions to stockholders. The Company’s comprehensive loss is comprised of net loss and changes in unrealized gains or losses on marketable securities. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS” Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards using private company timelines. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires entities to make incremental income tax disclosures on an annual basis. The amendments require that public business entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items meeting a quantitative threshold. The amendments also require disclosure of income taxes paid to be disaggregated by jurisdiction, and the disclosure of income tax expense disaggregated by federal, state, and foreign. The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis (see Note 16). The adoption did not have a material impact on the consolidated financial statements and related disclosures. In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810)— Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The Company early adopted ASU 2025-03 on April 1, 2025 on a prospective basis. Legacy Kodiak was determined to be the accounting acquirer (legal acquiree), and AACT was determined to be the accounting acquiree (legal acquirer). Recently Issued Accounting Standards In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures (“ASU 2024-03”), which requires entities to provide disaggregated disclosures of certain expense captions presented on the face of the income statement into specific categories within the footnotes to the financial statements to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim periods within years beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is evaluating adoption timing and the impact ASU 2024-03 will have on its financial statements and related disclosures. In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements (“ASU 2025-12”), which addresses a broad range of topics to clarify, correct errors, and make minor improvements to the Codification, including a clarification that potential common shares must be included in the diluted earnings per share computation if the combined effect of numerator and denominator adjustments is dilutive, even if a loss from continuing operations exists. ASU 2025-12 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods, with early adoption permitted on an issue-by-issue basis. While the amendments for earnings per share must be applied retrospectively, other improvements may be applied either prospectively or retrospectively. The Company is evaluating the adoption timing and the impact ASU 2025-12 will have on its financial statements and related disclosures. 83 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements 3. Reverse Recapitalization In connection with the Merger, issued and outstanding shares of Legacy Kodiak common stock (including converted redeemable convertible preferred stock), and warrants and options to purchase Legacy Kodiak common stock were converted into rights to receive shares, warrants, or options of Kodiak at the per share merger consideration of approximately 0.66 (the “Exchange Ratio”) based on the following events contemplated by the BCA and in connection with the Closing: i. Certain warrants to purchase shares of Legacy Kodiak redeemable convertible preferred stock were net exercised in exchange for shares of Legacy Kodiak redeemable convertible preferred stock; ii. Legacy Kodiak redeemable convertible preferred stock, including shares resulting from the net exercise of the preferred stock warrants described above, were converted into shares of Legacy Kodiak common stock at a one -for-one conversion rate; iii. All outstanding SAFEs were converted into shares of Legacy Kodiak common stock; iv. All second lien loans outstanding at the Closing, excluding the $ 10.0 million SAFE from an affiliate of AACT that was exchanged for a second lien loan, were converted into shares of Legacy Kodiak common stock; v. Warrants to purchase shares of Legacy Kodiak common stock were vested in full and net exercised in exchange for shares of Legacy Kodiak common stock; vi. Legacy Kodiak common stock, including the shares issued as a result of the events described in items ii. through v. above, were converted into shares of Kodiak common stock; vii. Outstanding options to purchase shares of Legacy Kodiak common stock were exchanged for options to purchase shares of Kodiak common stock; and viii. Warrants to purchase shares of Legacy Kodiak preferred stock, not net exercised, were assumed by Kodiak and converted into the warrants to purchase shares of Kodiak common stock (the “Assumed Kodiak Warrants”). Upon the consummation of the Merger, the 5,492,904 publicly held shares of AACT Class A ordinary shares were converted into shares of Kodiak common stock. In connection with the Merger, the Company received proceeds of $ 171.2 million, consisting of $ 145.0 million from certain investors (see below) and $ 26.2 million of cash held in AACT’s trust account after giving effect to redemptions. Legacy Kodiak incurred $ 32.0 million in transaction costs consisting of banking, legal, and other professional fees, of which $ 3.2 million was immediately expensed, $ 6.0 million was recorded as a reduction to the Series A cumulative redeemable convertible preferred stock, and $ 22.8 million was recorded as reduction to common stock additional paid-in capital. The Merger was accounted for as a reverse recapitalization. Under this method of accounting, AACT was treated as the acquired company and the Merger was treated as the equivalent of Legacy Kodiak issuing shares for the net assets of AACT, accompanied by a recapitalization. The accounting acquirer was primarily determined based on Legacy Kodiak stockholders having the largest voting interest in Kodiak and the ability to appoint the majority of the members of the board of directors as well as Legacy Kodiak management holding executive management roles in Kodiak and being responsible for the day-to-day operations which are comprised of Legacy Kodiak activities. The net assets of AACT were recognized at historical cost as of the Closing, with no goodwill or other intangible assets recorded. Operations prior to the merger presented are those of Legacy Kodiak and the accumulated deficit of Legacy Kodiak has been carried forward after the Closing. Series A Preferred Investment On September 15, 2025, in connection with a financing transaction related to the Merger, AACT entered into subscription agreements with certain institutional and accredited investors (collectively, the “Preferred Investors”) for an aggregate purchase price of $ 145.0 million. At the Closing, the Preferred Investors purchased shares of the Company’s Series A cumulative redeemable convertible preferred stock, par value $ 0.0001 per share (the “Series A Preferred Stock”), with a 84 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements stated value of $ 1,200 per share (the “Stated Value”). Additionally, the Preferred Investors received warrants to purchase 125 % of the shares of the Company’s common stock issuable upon conversion of the Series A Preferred Stock as of the Closing Date, at an exercise price of $ 12.00 per share (the “PIPE Warrants”). At the Closing, the Company issued an aggregate of 142,155 shares of the Series A Preferred Stock and an aggregate of 17,769,375 PIPE Warrants to purchase shares of its common stock to the Preferred Investors, for total gross proceeds of $ 145.0 million (see Note 12). Non-Redemption Agreements On September 22, 2025, AACT and Legacy Kodiak entered into non-redemption agreements (the “NRA”) with certain unaffiliated third-party holders of AACT Class A ordinary shares (the “Non-Redemption Investors”). The Non-Redemption Investors agreed not to redeem, or to rescind their redemption requests for, an aggregate of 3,319,712 AACT Class A ordinary shares. The Company agreed to issue to the Non-Redemption Investors, for no additional consideration, either (i) warrants to purchase shares of Kodiak common stock at an exercise price of $ 12.00 per share (the “NRA Warrants”) or (ii) shares of Kodiak common stock (the “NRA Shares”). At the Closing, the Company issued NRA Warrants to purchase 7,606,666 shares of its common stock (see Note 11) and 368,028 NRA Shares. As the NRA Shares and NRA Warrants represented a nonreciprocal transfer of value to certain AACT equity holders, their fair values — $ 3.2 million for the NRA Shares and $ 37.0 million for NRA Warrants — were expensed and recorded under loss on issuance of equity instruments in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025. Public Warrants and Private Placement Warrants Each of the then issued and outstanding 24,999,987 redeemable warrants of AACT automatically converted at the Closing into a redeemable warrant to purchase one share of Kodiak common stock (the “Public Warrants”). Additionally, each of the then issued and outstanding 14,300,000 private placement warrants of AACT automatically converted at the Closing into a warrant to purchase one share of Kodiak common stock (the “Private Placement Warrants”) (see Note 13). Sponsor Earn Out Securities In connection with the Closing, 12,500,000 Class A ordinary shares of AACT held by Ares Acquisition Holdings II LP (the “AACT Sponsor”), were converted into 12,500,000 shares of Kodiak common stock. Of these, 6,250,000 shares vested and became outstanding upon the Closing, while the remaining 6,250,000 shares (the “Sponsor Earn Out Securities”) are subject to vesting conditions. The Sponsor Earn Out Securities will vest upon the achievement of a volume-weighted average closing price of Kodiak common stock equal to or greater than $ 18.00 per share, subject to adjustments as set forth in the BCA (the “Triggering Event I Threshold”), for at least 20 trading days within any 30 consecutive trading-day period during the four-year period commencing September 24, 2025 (the “Earn Out Period”). If a change of control occurs during the Earn Out Period that results in the holders of Kodiak common stock receiving a per share price equal to or greater than the Triggering Event I Threshold, the Sponsor Earn Out Securities will immediately vest as of the consummation of such change of control. The Sponsor Earn Out Securities are equity-classified instruments because the triggering event is an exercise contingency and not a settlement condition such that they are indexed to the Company's own common stock. Advisor Shares The Company issued 1,091,519 shares of common stock (the “Legacy Kodiak Advisor Shares”) at the Closing to an advisor of Legacy Kodiak in a private placement in satisfaction of $ 12.5 million of fees payable to such advisor in respect of services provided in connection with the Merger. 85 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements The number of shares of Kodiak common stock issued and outstanding following the consummation of the Merger was as follows (in thousands): Shares AACT public shares 49,360 Less: redemptions of AACT public shares ( 43,867 ) AACT public shares, net of redemptions 5,493 AACT Sponsor shares outstanding 6,250 Total shares of AACT common stock outstanding prior to the Merger 11,743 Legacy Kodiak common stock 161,754 NRA Shares 368 Legacy Kodiak Advisor Shares 1,092 Total Kodiak common stock outstanding subsequent to the Merger 174,957 Earn Out Securities As part of the Merger, immediately prior to the Closing, Legacy Kodiak security holders became eligible to receive, on a pro rata basis, 74,998,317 shares of Kodiak common stock and RSUs (collectively, the “Earn Out Securities”), which will be issued or vest, as applicable, upon achievement of specified stock-price-based milestones during the Earn Out Period, and, additionally in the case of the RSUs, upon satisfaction of service-based vesting conditions from the Closing to the date of each triggering event, as discussed below. The Earn Out Securities are divided into three equal tranches: i. 24,999,439 Earn Out Securities that vest or are issued upon satisfaction of Triggering Event I (the volume weighted average closing sale price (“VWAP”) of Kodiak common stock equal to or greater than $ 18.00 per share for at least 20 out of 30 consecutive trading days, subject to adjustments provided in the BCA); ii. 24,999,439 Earn Out Securities that vest or are issued upon satisfaction of Triggering Event II (VWAP ≥ $ 23.00 for at least 20 out of 30 consecutive trading days, subject to adjustments); and iii. 24,999,439 Earn Out Securities that vest or are issued upon satisfaction of Triggering Event III (VWAP ≥ $ 28.00 for at least 20 out of 30 consecutive trading days, subject to adjustments). In the event of a change of control during the Earn-Out Period that results in a per-share price for Kodiak common stock equal to or in excess of a triggering event threshold, the corresponding Triggering Event will be deemed to have occurred and the related Earn Out Securities shall be issued or vest immediately prior to the consummation of the change of control. Once issued after the triggering event, which is an exercise contingency and not a settlement condition, the Earn Out Securities are equity-classified instruments because they are indexed to the Company's own common stock. As of December 31, 2025, the Company had not met any of the triggering events. 86 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements 4. Cash Equivalents and Marketable Securities The following tables summarize the amortized cost and fair value of the Company’s cash equivalents and marketable securities by major category for the periods presented (in thousands): December 31, 2025 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value Cash equivalents: Money market funds $ 33,320 $ — $ — $ 33,320 Total cash equivalents $ 33,320 $ — $ — $ 33,320 Marketable securities: U.S. Treasury securities $ 69,886 $ 22 $ — $ 69,908 Total marketable securities $ 69,886 $ 22 $ — $ 69,908 December 31, 2024 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value Cash equivalents: Money market funds $ 9,439 $ — $ — $ 9,439 Total cash equivalents $ 9,439 $ — $ — $ 9,439 For the years ended December 31, 2025, 2024 and 2023, interest income was $ 1.9 million, $ 0.9 million and $ 2.2 million, respectively, and was included within interest income and other, net in the consolidated statements of operations and comprehensive loss. 5. Fair Value Measurements The carrying amounts of the Company’s financial instruments, including accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities and the current portion of operating lease liabilities approximate their fair value due to the short-term nature of those instruments. The Company elected the fair value option for the second lien loans. The fair value of the Company’s other borrowings approximates their carrying value, or amortized cost, due to the short-term nature of the obligations or the relevant prevailing market rate of interest. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2025 Level 1 Level 2 Level 3 Total Assets Money market funds $ 33,320 $ — $ — $ 33,320 U.S. Treasury securities — 69,908 — 69,908 Total assets measured at fair value $ 33,320 $ 69,908 $ — $ 103,228 Liabilities Common stock warrants PIPE Warrants $ — $ — $ 110,881 $ 110,881 NRA Warrants — — 47,465 47,465 87 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Second lien loan — — 10,872 10,872 Total liabilities measured at fair value $ — $ — $ 169,218 $ 169,218 December 31, 2024 Level 1 Level 2 Level 3 Total Assets Money market funds $ 9,439 $ — $ — $ 9,439 Total assets measured at fair value $ 9,439 $ — $ — $ 9,439 Liabilities SAFEs $ — $ — $ 59,301 $ 59,301 Redeemable convertible preferred stock warrant liabilities — — 1,619 1,619 Total liabilities measured at fair value $ — $ — $ 60,920 $ 60,920 All of the Company’s money market funds and U.S. Treasury securities are highly liquid and actively traded marketable securities that generally transact at a stable $ 1.00 net asset value representing its estimated fair value. The Company measures its warrant liabilities (see Note 11), second lien loans (see Note 8), and SAFEs (see Note 9) at fair value based on significant inputs not observable in the market and therefore represent Level 3 inputs. The valuations of the warrant liabilities, second lien loans, and future equity obligations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. Changes in the fair value of these instruments were recognized in other (expenses) income in the Company’s consolidated statements of operations and comprehensive loss. Warrant Liabilities - PIPE Warrants and NRA Warrants The Company determined the fair value of each of its PIPE Warrants and NRA Warrants using a Monte Carlo simulation model, applying the following key assumptions for the period from the issuance date of September 24, 2025 to December 31, 2025: a risk-free rate of 3.8 % and volatility of 55.0 %. Upon issuance, the fair values of the PIPE Warrants and NRA Warrants were recorded under loss on issuance of equity instruments in the consolidated statements of operations and comprehensive loss. Subsequent changes in the fair value were recorded under change in fair value of common stock warrants in the consolidated statements of operations and comprehensive loss. Second Lien Loans At the Closing, all then outstanding second lien loans, excluding the $ 10.0 million SAFE from an affiliate of AACT that was exchanged for a second lien loan, were converted into Kodiak common stock (see Note 8). Immediately prior to such conversion, the aggregate principal amount of the second lien loans that converted was $ 43.9 million and had an estimated fair value of $ 67.4 million, which was determined based on the opening price of the Company's common stock on the first day of trading following the consummation of the Merger. The Company determined the fair value of the outstanding second lien loans with a principal amount of $ 10.0 million using a pay-off-to-maturity method, with an implied discount rate of 23.7 % as the key valuation assumption for the period from exchanged to December 31, 2025. Simple Agreements for Future Equity At the Closing, all outstanding SAFEs were converted into shares of Kodiak common stock (see Note 9). Immediately prior to such conversion, the SAFE obligations were remeasured to a fair value of $ 263.0 million, which was determined based on the opening price of the Company's common stock on the first day of trading following the consummation of the Merger. Accordingly, no SAFEs remained outstanding as of December 31, 2025. 88 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Legacy Kodiak Warrant Liabilities - Redeemable Convertible Preferred Stock Warrants At the Closing, certain redeemable convertible preferred stock warrants were automatically net exercised (see Note 11). The remaining outstanding redeemable convertible preferred stock warrants were assumed by Kodiak to become warrants to purchase shares of its common stock, which were remeasured to fair value on the Closing Date and reclassified to equity as they met the conditions for equity classification (see Note 13). The Company determined the fair value of its redeemable convertible preferred stock warrants as of the Closing Date by using a Black-Scholes option-pricing model with key assumptions as follows: exercise price range of $ 0.01 to $ 3.54 , expected term range of 0.0 years to 4.8 years, risk-free rate range of 3.6 % to 3.9 %, and volatility of 55.0 %. Fair Value Remeasurement The following table summarizes changes in the estimated fair values of these liabilities (in thousands): PIPE Warrants Non-Redemption Warrants Second Lien Loans SAFE Legacy Kodiak Redeemable Convertible Preferred Stock Warrants Balance as of December 31, 2023 $ — $ — $ — $ 10,000 $ 2,045 Issuance during the year — — — 45,192 — Fair value remeasurement — — — 4,109 ( 426 ) Balance as of December 31, 2024 — — — 59,301 1,619 Issuance during the year 86,359 36,968 43,865 23,660 — Exchange of SAFE for second lien loan — — 10,000 ( 10,000 ) — Reclassification of Assumed Kodiak Warrants — — — — ( 3,842 ) Fair value remeasurement 24,522 10,497 24,387 190,075 7,272 Settlement via conversion or exercise — — ( 67,380 ) ( 263,036 ) ( 5,049 ) Balance as of December 31, 2025 $ 110,881 $ 47,465 $ 10,872 $ — $ — 6. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2025 2024 Prepaid expenses and other receivables $ 4,064 $ 1,610 Payroll tax credit receivable 400 650 Total prepaid expenses and other current assets $ 4,464 $ 2,260 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2025 2024 89 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Leasehold improvements $ 7,317 $ 7,261 Vehicles 7,297 6,331 Technology infrastructure 3,195 2,912 Equipment and hardware 14,708 2,524 Other 804 694 Total property and equipment 33,321 19,722 Less: accumulated depreciation ( 17,151 ) ( 13,980 ) Construction in progress 10,383 981 Total property and equipment, net $ 26,553 $ 6,723 Depreciation and amortization expense was $ 3.2 million, $ 4.6 million, and $ 4.2 million for the years ended December 31, 2025, 2024, and 2023, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2025 2024 Accrued bonus $ 5,349 $ 8,800 Accrued payroll and related expenses 1,622 1,460 Other current liabilities and accrued expenses 4,203 1,156 Deferred revenue 180 — Total accrued expenses and other current liabilities $ 11,354 $ 11,416 7. Leases The Company has operating lease arrangements for facilities under non-cancellable agreements with various expiration dates through 2031. The agreements may include renewal options to extend the term that the Company is not reasonably certain to exercise. Rent expense related to operating lease liabilities was $ 2.6 million, $ 2.5 million, and $ 2.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. Variable costs were $ 0.6 million for the year ended December 31, 2025. In addition, the Company recognized $ 0.3 million, $ 0.2 million, and $ 0.1 million in rent expenses related to short-term leases for the years ended December 31, 2025, 2024, and 2023, respectively. 90 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements As of December 31, 2025, future minimum lease payments for the Company’s operating lease liabilities were as follows (in thousands): Year Ended December 31, Amount 2026 $ 2,605 2027 1,200 2028 839 2029 866 2030 898 Thereafter 670 Total undiscounted lease payments 7,078 Less: Imputed interest ( 1,578 ) Present value of lease liabilities 5,500 Less: Operating lease liabilities, current ( 1,916 ) Operating lease liabilities, non-current $ 3,584 The following table summarizes additional information related to operating leases for the periods presented: December 31, 2025 2024 2023 Weighted-average remaining lease term 4.1 years 4.6 years 5.2 years Weighted-average discount rate 12.5 % 12.3 % 11.2 % Cash payments made for operating leases (in thousands) $ 2,626 $ 2,327 $ 2,308 8. Debt Second Lien Loans Concurrent with the execution of the BCA in April 2025, the Company entered into a Second Lien Loan and Security Agreement, which was subsequently amended to extend the deadline to fund the delayed draw second lien loans and to include additional investors. Under the Second Lien Loan and Security Agreement, certain institutional and accredited investors committed to providing bridge financing in the form of secured convertible notes. Prior to the Closing, $ 53.9 million had been funded, including $ 20.0 million from an affiliate of AACT, an aggregate of $ 12.4 million from a vehicle controlled by a board member of the Company and a vehicle owned by certain Ares employees in which a former officer and former director of AACT was invested, $ 10.0 million from the exchange of a SAFE from an affiliate of AACT (the “Exchanged SAFE”) (see Note 9), and $ 5.0 million from an affiliate of one of the Company’s board members. Following the Closing, a former officer of AACT became a board member of the Company. At the Closing, second lien loans in an aggregate principal amount of $ 43.9 million and with a fair value of $ 67.4 million (see Note 5), automatically converted into 7,700,557 shares of Kodiak common stock based on the agreed upon conversion price of $ 6.00 per share. The $ 10.0 million in principal from the Exchanged SAFE remained outstanding as of December 31, 2025, with a fair value of $ 10.9 million and a maturity date of October 1, 2026. The second lien loans bear interest at an interest rate per annum equal to the prime rate plus 9.00 %, subject to a minimum rate of 13.75 %. Interest accrues on the first business day of each month, and is capitalized and included in the principal balance due at maturity. The interest rate applicable to the second lien loans was 16.50 % as of December 31, 2025. The Company was in compliance with its covenants as of December 31, 2025. Promissory Notes The Company was obligated to reimburse 50 % of the monthly contributions made by the Sponsor to AACT’s trust account as well as certain transaction costs incurred by AACT pursuant to the BCA. From April through August 2025, the 91 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Company issued secured promissory notes with respect to its reimbursement obligations to AACT and the Sponsor, which were secured under the Second Lien Loan and Security Agreement. The promissory notes did not bear any interest (other than the default rate in accordance with the Second Lien Loan and Security Agreement). At the Closing, the aggregate outstanding principal amount of the promissory notes was $ 4.9 million, which was paid in full. No promissory notes remained outstanding as of December 31, 2025. 2025 Credit Facility In September 2022, the Company entered into a venture loan and security agreement (the “2022 Credit Facility”) with a financial institution to borrow secured term loans of up to an aggregate principal amount of $ 30.0 million, which was drawn in full upon execution. The 2022 Credit Facility was amended in June 2024 to revise the repayment schedule and delay principal payments by five months , which was accounted for as a modification. The 2022 Credit Facility was further amended in February 2025 to permit the transaction as contemplated by the BCA (see Note 1) and in September 2025 to make certain conforming changes to account for the closing of the Merger and provide for a post-closing period for the joinder of the Company as a co-borrower under the 2022 Credit Facility. In December 2025, the 2022 Credit Facility was amended pursuant to which the Company increased the amount available to be borrowed and extended the maturity date (the “2025 Credit Facility”), which was accounted for as a modification. The 2025 Credit Facility provided for borrowings in secured term loans up to an aggregate principal amount of $ 30.0 million, which was drawn in full upon execution. The proceeds (i) were used to repay the then outstanding principal balance of $ 15.0 million and the final repayment fee of $ 1.2 million under the 2022 Credit Facility and (ii) will be used for working capital and general corporate purposes. Borrowings under the 2025 Credit Facility are secured by substantially all of the assets of the Company, including the Company’s intellectual property, subject to certain customary exceptions. The 2025 Credit Facility contains customary covenants and customary events of default. The Company was in compliance with its covenants as of December 31, 2025. Borrowings under the 2025 Credit Facility mature in January 2030 and provide for interest-only payments from February 1, 2026 to July 1, 2028. Consecutive payments of principal and interest are due beginning on August 1, 2028 once the interest-only period elapses. The 2025 Credit Facility bears interest that is payable monthly at 3.50 % plus the greater of (i) 6.50 % and (ii) the prime rate. The interest rate under the 2025 Credit Facility was 10.25 % as of closing and as of December 31, 2025. In addition, a final payment fee of $ 1.2 million is due upon the earlier of prepayment or maturity of the debt. The Company has the option to prepay the entire balance of the debt subject to a prepayment fee ranging from 1.0 % to 2.0 % depending on the timing of such repayments. Total debt issuance costs related to the 2025 Credit Facility of $ 0.8 million were recorded as a debt discount, which included $ 0.5 million for the fair value of 45,906 shares of common stock issued to the lender concurrently with the execution of the 2025 Credit Facility and a commitment fee of $ 0.3 million. The debt discount, together with the final payment fee and $ 0.1 million of unamortized debt issuance costs related to the 2022 Credit Facility is recognized as interest expense using the effective interest method over the term of the loan. 2022 Equipment Facility In July 2022, the Company entered into a financing agreement with a lender to borrow up to $ 10.0 million as equipment line advances (the “2022 Equipment Facility”) pursuant to which it borrowed at various dates an aggregate principal amount of $ 8.5 million. Borrowings under the 2022 Equipment Facility are secured by the specific assets that were financed. The 2022 Equipment Facility contains customary representations and warranties, non-financial covenants and customary events of default. The Company was in compliance with its covenants as of December 31, 2025. Borrowings under the 2022 Equipment Facility mature in March 2028 and repayments of principal and interest are due monthly commencing in the month following each draw. As of December 31, 2025, and December 31, 2024, the aggregate principal amount outstanding was $ 1.9 million and $ 4.1 million, respectively. The 2022 Equipment Facility bears an annual interest rate equivalent to a five-year swap plus 3.38 % or ranging from approximately 6.0 % to 7.0 %. Total debt issuance costs related to the 2022 Equipment Facility of $ 0.1 million were recorded as a debt discount, which included immaterial amounts related to the fair value of warrants to purchase shares of the Company’s common stock issued concurrently with the execution of the 2022 Equipment Facility and other issuance costs. The debt discount is recognized as interest expense using the effective interest method. 92 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements As of December 31, 2025, the Company’s future minimum principal payments under its debt arrangements are as follows (in thousands): Year Ended December 31, Second Lien Loans Other Debt Total 2026 $ 10,000 $ 1,067 $ 11,067 2027 — 808 808 2028 — 8,378 8,378 2029 — 20,000 20,000 2030 — 2,867 2,867 Total principal debt payments and final payment fee 10,000 33,120 43,120 Less: unamortized debt discount — ( 978 ) ( 978 ) Less: unamortized final payment fee — ( 1,199 ) ( 1,199 ) Less: Debt, current portion ( 10,000 ) ( 1,065 ) ( 11,065 ) Debt, net of current portion $ — $ 29,878 $ 29,878 9. Simple Agreements for Future Equity Prior to the Closing, the Company had entered into SAFEs with various investors that were classified as liabilities on the Company’s consolidated balance sheets and accounted for at fair value, subject to remeasurement each reporting period (see Note 5). Each SAFE had no maturity date, did not bear any interest and provided the investor with the right to convert into a variable number of shares of future equity in the Company at the stated conversion amount, if certain events or conditions were triggered. All such SAFEs converted into 30,061,262 shares of Kodiak common stock on the Closing Date, with a fair value of $ 263.0 million. In 2024, the Company entered into SAFEs with several investors for an aggregate purchase amount of $ 45.2 million (“2024 SAFEs”), including $ 10.4 million with affiliates of two board members. At the same time, the terms of a SAFE entered into in 2023, with an affiliate of a board member, for an aggregate purchase amount of $ 10.0 million (“2023 SAFE”) were aligned with the 2024 SAFE terms. Between February and April 2025, the Company entered into SAFEs with certain investors for an aggregate purchase amount of $ 23.7 million (“2025 SAFEs”), including $ 10.0 million from an affiliate of AACT and $ 4.0 million from affiliates of two board members. At the same time, the terms of the 2023 SAFE and 2024 SAFEs were amended to include conversion terms upon a SPAC transaction to align with the 2025 SAFE terms. In addition, in April 2025, the $ 10.0 million SAFE from an affiliate of AACT was exchanged for a second lien loan pursuant to the terms of such SAFE (see Note 8). The fair value of the SAFEs, including changes as a result of the amendments and the exchange for a second lien loan, were recorded in the consolidated statements of operations and comprehensive loss during the periods presented prior to the Closing. 10. Commitments and Contingencies Litigation From time to time, the Company may become involved in various litigation and administrative proceedings relating to claims arising from its operations in the normal course of business. As of December 31, 2025, the Company was not involved in any legal actions that could have a material effect on the Company’s financial position, results of operations or liquidity. 93 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Purchase Commitments The Company’s contracts with vendors in the conduct of the normal course of its business are generally terminable with advanced written notice and payment for any products or services received by the Company through the effective time of termination. However, the Company has entered into contracts to purchase services under which non-cancellable future minimum payments as of December 31, 2025, were as follows (in thousands): Year ended December 31, Amount 2026 $ 3,933 2027 3,033 2028 269 2029 130 Total $ 7,365 11. Warrant Liabilities Common Stock Warrant Liabilities As of December 31, 2025, the Company had the following liability classified warrants to purchase shares of its common stock outstanding (in thousands, except exercise price per share): Shares Underlying Warrants Exercise Price Per Share Expiration Date PIPE Warrants 17,769 $ 12.00 9/24/2031 NRA Warrants 7,607 $ 12.00 9/24/2031 Total outstanding 25,376 PIPE Warrants At the Closing, and in connection with a financing transaction (see Note 12), the Company issued PIPE Warrants to purchase shares of its common stock that were immediately exercisable upon issuance. The PIPE Warrants are subject to standard anti-dilution provisions, a reset of the exercise price six and nine months after the Closing Date based on the trailing 45 -day VWAP of the Company's stock as well as down-round provisions that provide for adjustments upon the expiration or termination of certain Company securities. As a result of the down-round provisions, which may result in adjustments triggered by events that are not an input into the fair value model, the PIPE Warrants did not meet the requirements for equity classification and were therefore classified as liabilities, subject to remeasurement each reporting period (see Note 5). Non-Redemption Agreement Warrants The NRA Warrants have substantially the same terms as the PIPE Warrants, including the standard anti-dilution provisions, a reset of the exercise price as well as down-round provisions that provide for adjustments upon the expiration or termination of certain Company securities as described above. Similarly, the NRA Warrants did not meet the requirements for equity classification and were therefore classified as liabilities, subject to remeasurement each reporting period (see Note 5). Legacy Kodiak Warrant Liabilities - Redeemable Convertible Preferred Stock Warrants At the Closing, certain Legacy Kodiak warrants to purchase shares of redeemable convertible preferred stock that had previously been issued were net settled, resulting in the issuance of 614,799 shares of Kodiak common stock. In addition, certain Legacy Kodiak warrants to purchase shares of redeemable convertible preferred stock were assumed by the Company and became 558,559 shares to purchase its common stock, or the Assumed Kodiak Warrants (see Note 13). 94 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Upon the Closing, the Kodiak Assumed Warrants were remeasured and reclassified to equity as the criteria for equity classification were met. 12. Redeemable Convertible Preferred Stock Series A Cumulative Redeemable Convertible Preferred Stock At the Closing, the Company issued an aggregate of 142,155 shares of the Series A Preferred Stock and 17,769,375 freestanding PIPE Warrants for total gross proceeds of $ 145.0 million (see Note 3). The Company determined the fair value of the Series A Preferred Stock and the PIPE Warrants (see Note 5) at issuance using a Monte Carlo simulation model. The valuation of the Series A Preferred Stock incorporated key assumptions, including a dividend rate of 9.99 % (payable in kind), a five -year redemption period, a discount rate of 25 %, and a volatility assumption of 55 %. The valuations indicated an aggregate fair value of $ 315.6 million, consisting of $ 229.2 million for the Series A Preferred Stock and $ 86.4 million for the PIPE Warrants. As the aggregate fair value exceeded the $ 145.0 million of proceeds received, the Company recognized a total loss of $ 170.6 million recorded under loss on issuance of equity instruments in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025. As it is probable that the Series A Preferred Stock will become redeemable based on the passage of time as the holders may redeem at any time after the 5 -year anniversary of the Closing Date, the Series A Preferred Stock was recorded in mezzanine equity in the consolidated balance sheet as of December 31, 2025. The Company elected to record changes in the redemption value as they occur and adjust the carrying amount equal to the redemption amount. As the carrying value of the Series A Preferred Stock of $ 223.2 million was greater than its redemption value (and liquidation preference) of $ 175.2 million as of December 31, 2025, no change in redemption value was required to be recorded for the year ended December 31, 2025. The significant rights and preferences of the Series A Preferred Stock are as follows: Dividends The Series A Preferred Stock accrues dividends daily at an annual rate of 9.99 % when dividends are paid in additional shares of preferred stock, or 7.99 % when paid in cash. Dividends compound on a semi-annual basis, payable on June 1 and December 1 each year, and accumulate whether or not declared. Dividends accrued as of December 1, 2025 were paid in kind, which resulted in the accrued value of the Series A Preferred Stock increasing from a stated value $ 1,200.0 to $ 1,222.7 per share. As of December 31, 2025, dividends had accrued from December 2, 2025 through period-end but had not yet been paid or compounded. Voting Rights Holders of Series A Preferred Stock are entitled to vote together with common stock holders as a single class on most matters. Each holder is entitled to a number of votes equal to the number of common shares into which their preferred shares are convertible (i.e., as-converted basis). Additionally, the Company cannot take certain actions, such as liquidating, amending its charter in a way that is materially adverse to the preferred stock, or creating a new senior security, without the approval of a majority of the outstanding Series A Preferred Stock. Liquidation Preference Upon any liquidation or deemed liquidation event, holders of the Series A Preferred Stock are entitled to receive, before any distribution to holders of common stock or other junior securities, an amount per share equal to the greater of (i) the original issue price of the preferred stock plus any accumulated and unpaid dividends through the most recent semi-annual dividend date, or (ii) the amount that would have been received if all shares of Series A Preferred Stock had been converted into common stock immediately prior to the liquidation event. 95 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Conversion Each share of Series A Preferred Stock is convertible into shares of the Company’s common stock at any time at the option of the holder. The number of shares issuable upon conversion is determined by dividing the carrying amount of the preferred share, including any accrued but unpaid dividends, by the applicable conversion price. The initial conversion price is $ 12.00 per share, subject to adjustment for stock dividends, stock splits, combinations, and similar events, as well as customary anti-dilution provisions. If the trailing 45-day volume-weighted average price of the Company’s common stock is below the then-effective conversion price on May 29, 2026, the conversion price will be adjusted to the greater of such average price or $ 8.00 . A second adjustment may occur on August 28, 2026, reducing the conversion price to the greater of the trailing 45 -day volume-weighted average price or $ 6.00 . Holder Redemption Rights Holders of Series A Preferred Stock possess a right of redemption that can be exercised at any time after the fifth anniversary of the Closing Date, unless such a distribution is prohibited by applicable law. Upon a request for redemption, the Company is obligated to redeem the shares at a price equal to the original issue price of the preferred stock, plus any accrued and unpaid dividends. Company Redemption Rights The Company possesses a right of redemption for the Series A Preferred Stock, which can be exercised at any time, unless prohibited by applicable law. The redemption price varies depending on when the right is exercised: specifically, the price is 150 % of the sum of the Stated Value per share and all dividends paid in additional shares of preferred stock, plus any accrued and unpaid dividends, prior to the first anniversary of the Closing Date. This redemption price decreases over time: to 140 % from the first to second anniversary, to 130 % from the second to third anniversary, to 120 % from the third to fourth anniversary, to 110 % from the fourth to fifth anniversary, and to 100 % after the fifth anniversary of the Closing Date. The price is subject to adjustment for any stock dividends, stock splits, combinations, or other similar recapitalizations involving the Series A Preferred Stock. Redeemable Convertible Preferred Stock Immediately prior to the Merger, all shares of issued and outstanding Legacy Kodiak redeemable convertible preferred stock were converted into shares of Legacy Kodiak common stock at a one -for-one conversion rate. At the Closing, these shares of Legacy Kodiak common stock were converted into 62,240,390 shares of Kodiak common stock. As of December 31, 2025, no shares of Legacy Kodiak redeemable convertible preferred stock were issued and outstanding. As of December 31, 2024, Legacy Kodiak’s redeemable convertible preferred stock consisted of the following (in thousands): Shares Issued and Outstanding Carrying Value Liquidation Preference Series Seed 4,468 $ 3,000 $ 3,000 Series A 16,851 37,537 37,710 Series B-1 13,618 37,716 32,760 Series B-2 27,303 92,395 96,619 Total redeemable convertible preferred stock 62,240 $ 170,648 $ 170,089 96 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements 13. Stockholders’ Deficit Common Stock In September 2025, the Company authorized 2,000,000,000 shares, consisting of 1,980,000,000 shares of Kodiak common stock, par value $ 0.0001 per share, and 20,000,000 shares of Kodiak preferred stock, par value $ 0.0001 per share. Each share of Kodiak common stock is entitled to one vote. Common stock reserved for future issuance as of December 31, 2025 was as follows (in thousands). December 31, 2025 Earn Out Securities 74,998 Common stock warrants 1 65,226 Outstanding stock options 55,438 Shares available for issuance under equity incentive plan 25,709 Cumulative redeemable convertible preferred stock 2 14,597 Shares available for issuance under the ESPP 5,639 Total 241,607 ____________________ 1 Common stock warrants include both equity-classified and liability-classified warrants (see Note 11). 2 Includes shares issuable for accrued interest paid-in-kind (see Note 12). Equity-Classified Common Stock Warrants As of December 31, 2025, the Company had the following equity-classified common stock warrants outstanding (in thousands, except exercise price per share): Shares Underlying Warrants Exercise Price Per Share Expiration Date Public Warrants 24,991 $ 9.28 9/24/2030 Private Placement Warrants 14,300 $ 9.28 9/24/2030 Assumed Kodiak Warrants 559 $ 2.24 12/31/2028, 6/30/2031 Total outstanding 39,850 Public and Private Placement Warrants Public warrants became exercisable on October 24, 2025. The Company may redeem the Public Warrants if the last reported sales price of Kodiak common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company provides notice of redemption to the warrant holders. Redemption may be redeemed only in full, not in part, and requires a minimum of 30 days’ prior written notice. Once exercisable, the Public Warrants may be redeemed by the Company at a redemption price of $ 0.01 per warrant. On October 21, 2025, the Company notified the holders of its Public Warrants and Private Placement Warrants of the following adjustments as a result of down-round provisions being triggered in connection with the Merger and the Company’s reported sales price of its common stock pursuant to the terms of the agreement (i) an adjustment to the exercise price from the original exercise price of $ 11.50 per share to $ 9.28 per share of common stock, and (ii) an adjustment of the $ 18.00 per share redemption trigger to $ 14.53 per share of common stock. The volume-weighted average trading price of the common stock during the 20 -trading day period starting on the trading day prior to the day on which 97 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements the Company consummated the Merger (such price, the “Market Value”) was determined to be $ 8.07 per share. Accordingly, the revised exercise and redemption prices reflect 115 % and 180 % of the Market Value, respectively. The Private Placement Warrants are substantially identical to the Public Warrants, except that they are not transferable, assignable, or salable until 30 days following the Closing, subject to certain limited exceptions. In addition, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable. The Company may require a cashless exercise of the Public Warrants upon redemption. The exercise price and number of shares of common stock are subject to adjustment for certain corporate events, such as share dividends, recapitalizations, and mergers. The warrants are not adjusted for common stock issued below the exercise price, and the Company is not obligated to net cash settle them. The warrants are equity-classified because they are indexed to the Company’s common stock and the number of shares of common stock issuable upon exercise is not based on a fixed monetary amount. Assumed Kodiak Warrants In connection with the Merger, each outstanding and unexercised Legacy Kodiak warrant was converted into an Assumed Kodiak Warrant. Upon the Closing Date, the Assumed Kodiak Warrants were remeasured to fair value and reclassified from liability to equity (see Note 5). The warrants met the conditions for equity classification because they are indexed to the Company's common stock and provide for the issuance of a fixed number of shares upon exercise. The warrants do not contain any mandatory redemption features requiring settlement in cash or other assets. Legacy Kodiak Common Stock Warrants The Company issued common stock warrants in connection with entering into advisory and services agreements as well as debt arrangements, which all met the conditions for equity classification. Prior to the Merger, each issued, outstanding and unexercised warrant was net exercised in exchange for shares of Legacy Kodiak common stock in accordance with its contractual terms and was converted into 933,626 shares of Kodiak common stock. 14. Stock-based Compensation Legacy Kodiak 2018 Equity Incentive Plan Prior to the Merger, the Company granted stock-based awards under its 2018 equity incentive plan (the “2018 Plan”), including restricted stock and incentive or nonqualified stock options to employees, directors, and service providers. As of the Closing, the 2018 Plan was replaced by the Kodiak 2025 Equity Incentive Plan (the “2025 EIP”), and no further awards may be granted under the 2018 Plan. The 2018 Plan continues to govern the terms of all outstanding awards granted thereunder. Outstanding options generally have a contractual term of 10 years ( five years for 10% stockholders) and a four-year vesting schedule, typically consisting of a one-year cliff followed by monthly vesting thereafter. 2025 Equity Incentive Plan On September 23, 2025, the Company's stockholders approved and adopted the 2025 EIP. The 2025 EIP authorizes the issuance of up to 28,195,000 shares of Kodiak common stock, plus up to 56,100,142 additional shares of Kodiak common stock that may become available from awards granted under the 2018 Plan that are forfeited, cancelled, expired, withheld to cover taxes or exercise prices, or otherwise terminated. The 2025 Plan replaced the 2018 Plan, which expired as to future grants as of the Closing. RSUs granted under the 2025 EIP generally have an approximately four-year vesting schedule, typically consisting of a one-year cliff for new hire grants and a six-month cliff for subsequent awards to existing employees, followed by quarterly vesting thereafter. As of December 31, 2025, 25,709,273 shares of the Company's common stock were available for future grant under the 2025 EIP. 98 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Beginning in 2026, the 2025 EIP also provides for an annual automatic increase in the share reserve equal to the least of (i) 56,390,000 shares of Kodiak common stock, (ii) 5 % of the total number of outstanding shares of Kodiak common stock as of the last day of the preceding fiscal year, or (iii) a lesser number determined by the administrator. Awards that may be granted under the 2025 EIP include stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to employees, directors and consultants of Kodiak and employees and consultants. 2025 Employee Stock Purchase Plan On September 23, 2025, the Company's stockholders approved and adopted the Kodiak 2025 Employee Stock Purchase Plan (the “ESPP”). The ESPP authorizes the issuance of shares of Kodiak common stock pursuant to purchase rights granted to eligible employees. Under the ESPP, 5,639,000 shares of Kodiak common stock are reserved for future issuance. The purchase price for each share during an offering period will be the lesser of 85 % of the fair market value of the share on the purchase date or 85 % of the fair market value of the share on the offering date. The offering dates and purchase dates for the ESPP are determined at the discretion of the Company’s board of directors. As of December 31, 2025, the Company had not commenced its ESPP. The number of shares available for issuance under the ESPP will automatically increase on the first day of each fiscal year beginning with fiscal year 2026, by the least of (i) 11,280,000 shares of Kodiak common stock, (ii) 1 % of the total number of shares of all classes of Kodiak common stock outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares as may be determined by the plan administrator prior to the first day of the applicable fiscal year. Shares issued under the ESPP may be authorized but unissued shares or treasury shares. Stock Option Activity Stock option activity under the Company’s equity incentive plan was as follows: Options Outstanding Number of Options (in thousands) Weighted–Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2024 49,157 $ 0.60 Granted 11,305 7.10 Exercised ( 2,558 ) 0.56 Forfeited ( 1,958 ) 1.32 Expired ( 508 ) 0.61 Outstanding as of December 31, 2025 55,438 $ 1.90 7.0 $ 500,376 Exercisable as of December 31, 2025 34,480 $ 0.74 6.0 $ 351,119 The aggregate intrinsic value in the above table is calculated as the difference between the exercise price of the underlying stock options and the Company’s fair value of its common stock as of the balance sheet date. The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2025, 2024, and 2023 was $ 6.11 ,$ 0.64 and $ 0.41 per share, respectively. The total grant-date fair value of stock options that vested during the years ended December 31, 2025, 2024, and 2023 was $ 10.7 million, $ 3.3 million and $ 1.9 million, respectively. As of December 31, 2025, total unrecognized compensation expense related to unvested options was $ 63.1 million, which the Company expects to recognize over an estimated weighted-average period of 2.9 years. 99 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Fair Value of Stock Options The fair value of stock options granted was estimated at the grant-date using the Black-Scholes option-pricing model using the following assumptions: Year Ended December 31, 2025 2024 2023 Expected volatility 84.2 % - 91.1 % 87.0 % - 91.9 % 59.4 % Expected term (in years) 3.9 - 6.1 5.1 - 6.1 6.0 Risk-free interest rate 3.8 % - 4.5 % 3.6 % - 4.3 % 4.2 % Expected dividend yield — — — Stock Option Modification On November 16, 2025, the Company agreed to accelerate certain unvested stock option awards and extend the post-termination exercise period for one such award in connection with the departure of a company officer. The modification resulted in total incremental expense of $ 3.2 million, of which $ 3.0 million was recognized as stock-based compensation for the year ended December 31, 2025. Restricted Stock Units RSUs activity under the Company's equity incentive plan was as follows: Unvested RSUs Outstanding Number of RSUs (in thousands) Weighted–Average Grant-Date Fair Value Outstanding as of December 31, 2024 — $ — Granted 2,624 5.91 Vested — — Forfeited ( 2 ) 5.91 Outstanding as of December 31, 2025 2,622 $ 5.91 As of December 31, 2025, total unrecognized compensation expense related to unvested RSUs was $ 14.9 million, which the Company expects to recognize over an estimated weighted-average period of 4.1 years. Stock-based Compensation Total stock-based compensation recorded in the Company’s consolidated statements of operations and comprehensive loss was as follows (in thousands): Year Ended December 31, 2025 2024 2023 Research and development $ 7,405 $ 3,482 $ 3,270 General and administrative 10,104 1,405 1,658 Truck and freight operations 477 209 182 Sales and marketing 1,096 454 289 Total stock-based compensation $ 19,082 $ 5,550 $ 5,399 Stock-based compensation included in capitalized equipment and construction in progress costs was approximately $ 0.4 million as of December 31, 2025, and was not material as of December 31, 2024 and 2023. 100 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements 15. Revenues The Company’s revenues are primarily derived from (i) providing DaaS to customers, (ii) delivering freight via Kodiak-owned autonomous trucks powered by the Kodiak Driver, and (iii) providing ground autonomy solutions to the U.S. military. The Company recognizes revenue when customers obtain control of promised services in an amount that reflects the consideration the Company expects to receive for those services. Disaggregation of Revenues The Company’s revenues were generated from customers located in the U.S. For the year ended December 31, 2025, revenues were composed of 46 % from DaaS and 26 % from Ground Autonomy Solutions. For the years ended December 31, 2024 and 2023, Ground Autonomy Solutions represented 89 % of revenues. The remaining revenues for all periods presented were related to freight delivery. The Company’s contracts with a duration of one year or more consisted entirely of a DaaS contract as of December 31, 2025. The aggregate amount of the transaction price allocated to unsatisfied performance obligations was $ 21.8 million as of December 31, 2025, which is expected to be recognized ratably for each DaaS contract and through December 2029. Contract Balances As of December 31, 2025 and 2024, the Company did not have any material amounts related to unbilled receivables or contract assets. The Company's contract liabilities were $ 0.7 million as of December 31, 2025 and were not material as of December 31, 2024. Contract liabilities were included in accrued expenses and other current liabilities and other liabilities on the consolidated balance sheets. 16. Income Taxes Income Taxes and Rate Reconciliation The Company is subject to U.S. federal and state corporate income taxes. For the years ended December 31, 2025, 2024, and 2023, net loss before income taxes was generated in the U.S. Income taxes consisted of the following for the periods presented (in thousands): Year Ended December 31, 2025 2024 2023 Current: Federal $ — $ — $ — State 3 1 9 Total 3 1 9 Deferred: Federal — — — State — — — Total — — — Income taxes $ 3 $ 1 $ 9 101 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements The U.S. federal statutory rate is reconciled to the Company's effective income tax rate for the year ended December 31, 2025 after the adoption of ASU 2023-09 as follows (in thousands): Year Ended December 31, 2025 Amount Percent Federal statutory rate, benefit $ ( 122,960 ) 21.0 % State income taxes, net of benefit ( 14,600 ) 2.5 % R&D credits ( 5,119 ) 0.9 % Nontaxable or nondeductible items Stock-based compensation 110,014 ( 18.8 ) % Change in unrecognized tax benefits 1,035 ( 0.2 ) % Other 1,626 ( 0.3 ) % Change in valuation allowance 30,007 ( 5.1 ) % Effective tax rate $ 3 — % The following table presents the Company’s effective income tax rate reconciliation for the years ended December 31, 2024 and 2023, in accordance with the guidance prior to the adoption of ASU 2023-09 (in thousands): Year Ended December 31, 2024 2023 Federal statutory rate, benefit $ ( 14,586 ) $ ( 11,958 ) State income taxes, net of benefit ( 5,318 ) ( 4,881 ) Nondeductible expenses 35 153 Stock-based compensation 2,566 1,618 Change in valuation allowance 20,366 18,099 R&D credits ( 3,084 ) ( 3,022 ) Other 22 — Income taxes $ 1 $ 9 The expense for income taxes in the table above related to continuing operations differs from the amounts computed by applying the statutory income tax rate of 21% due to a pretax loss in each period. 102 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements Deferred Income Taxes The components of net deferred tax assets were as follows for the periods presented (in thousands): December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 76,818 $ 47,448 Accrued expenses and other current liabilities 1,426 1,666 Charitable contributions 19 22 Depreciation and amortization 886 930 Stock-based compensation 1,785 233 Operating lease liabilities 1,292 2,136 Capitalized research and development expense 8,687 12,920 Section 195 capitalization 262 369 Research and development credits 15,804 12,076 Total deferred tax assets 106,979 77,800 Less: valuation allowance ( 105,744 ) ( 75,737 ) Total deferred tax assets, net of valuation allowance 1,235 2,063 Deferred tax liabilities: Operating lease right-of-use assets ( 1,236 ) ( 2,064 ) Other 1 1 Total deferred tax liabilities ( 1,235 ) ( 2,063 ) Net deferred tax assets $ — $ — The Company determines its valuation allowance on deferred tax assets by considering whether it is more likely than not that deferred tax assets will be realized. Due to the Company’s history of operating losses, the Company’s deferred tax assets are not likely to be realized and, accordingly, the Company has provided a full valuation allowance on its deferred tax assets. The valuation allowance increased by $ 30.0 million and $ 20.4 million for the years ended December 31, 2025 and 2024, respectively, primarily due to the increase in the Company’s U.S. and state net operating losses (“NOL”) carryforwards and tax credit carryforwards. Available Carryforwards As of December 31, 2025, NOLs and tax credit carryforwards were as follows (in millions): Amount Expiration Years NOLs, federal $ 288.7 Indefinite NOLs, state 180.9 2039 Research and development tax credits, federal 11.8 2039 Research and development tax credits, state 8.2 Indefinite The federal and state NOL carryforwards may be subject to significant limitations under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. These provisions limit the amount of NOL carryforwards that may be utilized in any given year in the event of certain circumstances, including significant changes in ownership. Uncertain Tax Positions A reconciliation of the beginning and ending balance of total gross unrecognized tax benefits was as follows for the periods presented (in thousands): 103 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements December 31, 2025 2024 Beginning balance of unrecognized tax benefits $ 3,269 $ 2,441 Gross increases based on tax positions related to current year 1,035 795 Gross increases (decrease) based on tax positions related to prior years ( 103 ) 33 Ending balance of unrecognized tax benefits $ 4,201 $ 3,269 For the years ended December 31, 2025 and 2024, no material interest and penalties related to unrecognized tax benefits were recognized. The Company is subject to taxation in the United States and various state jurisdictions. All tax years are open for examination. The Company currently has no federal or state tax examinations in progress. 17. Net Loss Per Common Share The following table summarizes the computation of basic and diluted net loss per common share (in thousands, except per share amounts): Year Ended December 31, 2025 2024 2023 Numerator Net loss $ ( 585,525 ) $ ( 69,459 ) $ ( 56,945 ) Denominator Weighted-average common shares outstanding, basic and diluted 91,225 58,410 57,932 Net loss per common share, basic and diluted $ ( 6.42 ) $ ( 1.19 ) $ ( 0.98 ) The following potentially dilutive common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Year Ended December 31, 2025 2024 2023 Common stock warrants 65,226 310 476 Common stock options 55,438 49,157 42,630 Redeemable convertible preferred stock 14,597 62,240 62,240 Redeemable convertible preferred stock warrants — 1,305 1,305 Total 135,261 113,012 106,651 The 74,998,317 shares and 6,250,000 shares of common stock equivalent subject to the remaining Earn Out Securities and Sponsor Earn Out Securities, respectively, are excluded from the anti-dilutive table above as of December 31, 2025 as the underlying shares remain contingently issuable as the triggering events have not been satisfied (see Note 3). Excluded from common stock warrants in the anti-dilutive table above as of December 31, 2024 and 2023 were those warrants with a nominal exercise price, which were included in the computation of basic and diluted net loss per share on the date all necessary conditions were satisfied for issuance, which was from the date any service based vesting conditions were met. 18. Segment The Company has one operating and reportable segment related to the development of autonomous vehicle technology and related services that can be applied at scale across a broad range of industries and environments. Factors used in determining the reportable segment include the nature of the Company’s activities, the organizational and reporting structure and the type of information reviewed by the CODM, its chief executive officer, to allocate resources and evaluate 104 Table of Contents Kodiak AI, Inc. Notes to Consolidated Financial Statements financial performance. Net loss is the key measure of segment profit and loss that the CODM uses to allocate resources and assess performance. The CODM uses net loss to evaluate the Company’s expenditures and monitor budget-to-actual results. The CODM considers budget-to-actual variances and available cash when making decisions about the allocation of resources across the organization. Significant expenses within net loss include research and development, general and administrative, truck and freight operations and sales and marketing, which are separately presented on the Company’s consolidated statements of operations and comprehensive loss. The Company’s long-lived assets are located in the United States. 105 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.