Kodiak AI, Inc. 10-Q

Item 1. Financial Statements Kodiak AI, Inc. Condensed Consolidated Balance Sheets (In thousands, except par values; unaudited) September 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 146,203 $ 16,709 Accounts receivable 706 1,280 Prepaid expenses and other current assets 4,916 2,260 Total current assets 151,825 20,249 Restricted cash 1,450 1,450 Property and equipment, net 18,796 6,723 Operating lease right-of-use assets 5,742 7,115 Other assets 26 24 Total assets $ 177,839 $ 35,561 Liabilities, redeemable convertible preferred stock and stockholders’ deficit Current liabilities: Accounts payable $ 3,284 $ 1,372 Accrued expenses and other current liabilities 7,371 11,416 Operating lease liabilities, current 1,849 1,638 Debt, current portion 22,148 16,792 Total current liabilities 34,652 31,218 Debt, net of current portion 1,083 17,574 Second lien loans 10,423 — Simple agreements for future equity — 59,301 Operating lease liabilities, noncurrent 4,143 5,723 Common stock warrants 123,328 — Redeemable convertible preferred stock warrant liabilities — 1,619 Other liabilities 528 313 Total liabilities 174,157 115,748 Commitments and contingencies (Note 8) Redeemable convertible preferred stock Series A cumulative redeemable convertible preferred stock, par value $ 0.0001 ; 20,000 and no shares authorized as of September 30, 2025 and December 31, 2024, respectively; 142 and no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 223,185 — Redeemable convertible preferred stock, par value $ 0.0001 ; no and 98,127 shares authorized as of September 30, 2025 and December 31, 2024, respectively; no and 62,240 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively — 170,648 Stockholders’ deficit: F-1 Common stock, $ 0.0001 par value; 1,980,000 and 265,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 174,957 1 and 58,057 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 17 6 Additional paid-in capital 560,470 17,303 Accumulated deficit ( 779,990 ) ( 268,144 ) Total stockholders’ deficit ( 219,503 ) ( 250,835 ) Total liabilities, redeemable convertible preferred stock and stockholders’ deficit $ 177,839 $ 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 condensed consolidated financial statements. F-2 Kodiak AI, Inc. Condensed Consolidated Statements of Operations and Comprehensive Loss (In thousands, except per share amounts; unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues $ 770 $ 400 $ 2,744 $ 1,227 Operating expenses: Research and development 13,452 10,431 35,804 29,293 General and administrative 9,177 5,149 21,463 15,677 Truck and freight operations 6,627 2,094 16,102 5,996 Sales and marketing 1,483 934 3,290 2,520 Total operating expenses 30,739 18,608 76,659 53,486 Loss from operations ( 29,969 ) ( 18,208 ) ( 73,915 ) ( 52,259 ) Other (expenses) income: Interest expense ( 941 ) ( 1,219 ) ( 3,365 ) ( 3,760 ) Interest income and other, net ( 3,018 ) 176 ( 2,555 ) 595 Loss on issuance of Series A cumulative redeemable convertible preferred stock ( 84,174 ) — ( 84,174 ) — Loss on issuance of common stock ( 3,220 ) — ( 3,220 ) — Loss on issuance of common stock warrants ( 123,328 ) — ( 123,328 ) — Change in fair value of second lien loans ( 21,784 ) — ( 23,938 ) — Change in fair value of simple agreements for future equity 2,473 — ( 190,075 ) — Change in fair value of redeemable convertible preferred stock warrant liabilities ( 5,974 ) 107 ( 7,272 ) 321 Total other expenses, net ( 239,966 ) ( 936 ) ( 437,927 ) ( 2,844 ) Net loss before income taxes ( 269,935 ) ( 19,144 ) ( 511,842 ) ( 55,103 ) Income taxes — — ( 4 ) ( 4 ) Net loss and comprehensive loss $ ( 269,935 ) $ ( 19,144 ) $ ( 511,846 ) $ ( 55,107 ) Net loss per common share, basic and diluted $ ( 3.89 ) $ ( 0.33 ) $ ( 8.13 ) $ ( 0.94 ) Weighted-average common shares outstanding, basic and diluted 69,405 58,398 62,978 58,338 The accompanying notes are an integral part of these condensed consolidated financial statements. F-3 Kodiak AI, Inc. Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit (In thousands; unaudited) Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Deficit Shares Amount Shares Amount Balance as of December 31, 2024 93,963 $ 170,648 87,646 $ — $ 17,309 $ ( 268,144 ) $ ( 250,835 ) Reverse recapitalization ( 31,723 ) — ( 29,589 ) 6 ( 6 ) — — Balance as of December 31, 2024 62,240 $ 170,648 58,057 $ 6 $ 17,303 $ ( 268,144 ) $ ( 250,835 ) Issuance of common stock upon exercise of common stock warrants — — 17 — — — — Issuance of common stock upon exercise of stock options — — 942 — 508 — 508 Stock-based compensation — — — — 1,878 — 1,878 Net loss — — — — — ( 128,185 ) ( 128,185 ) Balance as of March 31, 2025 62,240 $ 170,648 59,016 $ 6 $ 19,689 $ ( 396,329 ) $ ( 376,634 ) Issuance of common stock upon exercise of stock options — — 726 — 428 — 428 Stock-based compensation — — — — 3,013 — 3,013 Net loss — — — — — ( 113,726 ) ( 113,726 ) Balance as of June 30, 2025 62,240 $ 170,648 59,742 $ 6 $ 23,130 $ ( 510,055 ) $ ( 486,919 ) 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 5 361,168 — 361,173 Series A redeemable convertible preferred stock issued in connection with reverse recapitalization, net 142 223,185 — — — — — Issuance of common stock upon exercise of stock options — — 462 — 285 — 285 Stock-based compensation — — — — 5,245 — 5,245 Net loss — — — — ( 269,935 ) ( 269,935 ) Balance as of September 30, 2025 142 $ 223,185 174,957 $ 17 $ 560,470 $ ( 779,990 ) $ ( 219,503 ) 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 condensed consolidated financial statements. F-4 Kodiak AI, Inc. Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit (continued) (In thousands; unaudited) Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Deficit Shares Amount Shares Amount Balance as of December 31, 2023 93,963 $ 170,648 87,222 $ — $ 11,587 $ ( 198,685 ) $ ( 187,098 ) Reverse recapitalization ( 31,723 ) — ( 29,446 ) 6 ( 6 ) — — 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 — — 21 — 13 — 13 Stock-based compensation — — — — 1,122 — 1,122 Net loss — — — — — ( 17,998 ) ( 17,998 ) Balance as of March 31, 2024 62,240 $ 170,648 57,797 $ 6 $ 12,716 $ ( 216,683 ) $ ( 203,961 ) Issuance of common stock upon exercise of stock options — — 15 — 10 — 10 Stock-based compensation — — — — 1,149 — 1,149 Net loss — — — — — ( 17,965 ) ( 17,965 ) Balance as of June 30, 2024 62,240 $ 170,648 57,812 $ 6 $ 13,875 $ ( 234,648 ) $ ( 220,767 ) Issuance of common stock upon exercise of stock options — — 43 — 21 — 21 Stock-based compensation — — — — 1,718 — 1,718 Net loss — — — — — ( 19,144 ) ( 19,144 ) Balance as of September 30, 2024 62,240 $ 170,648 57,855 $ 6 $ 15,614 $ ( 253,792 ) $ ( 238,172 ) The accompanying notes are an integral part of these condensed consolidated financial statements. F-5 Kodiak AI, Inc. Condensed Consolidated Statements of Cash Flows (In thousands; unaudited) Nine Months Ended September 30, 2025 2024 Operating activities: Net loss $ ( 511,846 ) $ ( 55,107 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,124 3,619 Stock-based compensation 10,136 3,989 Non-cash lease expense 1,372 1,698 Transaction costs allocated to common stock warrants 3,223 — Change in fair value of second lien loans 23,938 — Change in fair value of simple agreements for future equity 190,075 — Change in fair value of redeemable convertible preferred stock warrant liabilities 7,272 ( 321 ) Loss on issuance of common stock 3,220 — Loss on issuance of Series A cumulative redeemable convertible preferred stock 84,174 — Loss on issuance of common stock warrants 123,328 — Non-cash interest expense 641 301 Loss on disposal of property and equipment 130 — Changes in operating assets and liabilities: Accounts receivable 574 57 Prepaid expenses and other current assets ( 2,596 ) ( 3,369 ) Other assets — 276 Accounts payable ( 239 ) ( 181 ) Accrued expenses and other current liabilities ( 4,589 ) 14,398 Operating lease liabilities ( 1,369 ) ( 1,627 ) Other liabilities 216 43 Net cash used in operating activities ( 70,216 ) ( 36,224 ) Investing activities: Purchases of property and equipment ( 11,881 ) ( 753 ) Payment of deposits — ( 20 ) Net cash used in investing activities ( 11,881 ) ( 773 ) Financing activities: Repayment of debt ( 11,776 ) ( 1,665 ) Proceeds from issuance of second lien loans 43,865 — Proceeds from issuance of simple agreements for future equity 23,660 44,054 Proceeds from issuance of the 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 1,221 44 Payments for deferred offering costs ( 16,618 ) — Net cash provided by financing activities 211,591 42,433 Net change in cash and cash equivalents and restricted cash 129,494 5,436 Cash and cash equivalents and restricted cash at beginning of period 18,159 29,206 Cash and cash equivalents and restricted cash at end of period $ 147,653 $ 34,642 Components of cash and restricted cash at period end: Cash and cash equivalents $ 146,203 $ 33,192 Restricted cash 1,450 1,450 Total cash and cash equivalents and restricted cash $ 147,653 $ 34,642 Supplemental disclosure of cash activities: Cash paid for interest $ 2,733 $ 3,467 Cash paid for income taxes $ — $ 3 Supplemental disclosure of non-cash activities: Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities $ 2,947 $ 60 Conversion of simple agreements for future equity into common stock in connection with reverse recapitalization $ 263,036 $ — Conversion of legacy 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 $ — Deferred offering costs related to reverse recapitalization included in accrued liabilities $ 159 $ — The accompanying notes are an integral part of these condensed consolidated financial statements. F-6 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 unaudited condensed 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 September 30, 2025, had an accumulated deficit of $ 780.0 million. As of September 30, 2025, the Company had cash and cash equivalents of $ 146.2 million and debt, current portion of $ 22.1 million. 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. 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 condensed consolidated financial statements. The condensed 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 unaudited condensed 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 interim financial reporting. Accordingly, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. F-7 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) The interim condensed consolidated balance sheet as of September 30, 2025, and the interim condensed consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the three and nine months ended September 30, 2025 and 2024, are unaudited. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s audited annual financial statements for the year ended December 31, 2024, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the interim periods presented. The results for the three and nine months ended September 30, 2025, are not necessarily indicative of results to be expected for the year ending December 31, 2025, or any other future interim or annual period. The condensed consolidated balance sheet as of December 31, 2024, included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements incorporated by reference into the Company’s Form 8-K filed with the SEC on September 30, 2025. 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 condensed 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. 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 September 30, 2025 and December 31, 2024, the Company’s balance of accounts receivable was $ 0.7 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: September 30, 2025 December 31, 2024 Customer A — % 78 % Customer B 83 % — % F-8 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Customers with 10% or greater of the Company’s revenue for the three and nine months ended September 30, 2025 and 2024 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Customer A — % — % 36 % — % Customer B 68 % — % 34 % — % Customer C — % 28 % — % 37 % Customer D — % 18 % — % 18 % Customer E — % 18 % — % 17 % Customer F — % 11 % — % 10 % Customer G — % 13 % — % — % Customer H — % 12 % — % — % 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 minimizing the use of unobservable inputs. Financial assets and liabilities recorded at fair value in the condensed 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. Warrants and Earn Out Securities The Company classifies contracts in it's 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 condensed 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. F-9 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 each subsequent balance date. Changes in estimated fair value were recognized as a component of other (expenses) income in the Company’s condensed consolidated statements of operations and comprehensive loss until settlement in connection with the reverse recapitalization. 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 condensed consolidated statements of operations and comprehensive loss until settlement in connection with the reverse recapitalization. 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. Army. 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 F-10 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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. 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. 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 unaudited condensed 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 for its annual reporting period ending December 31, 2025. The Company expects that ASU 2023-09 will not have a material impact on its annual income tax 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 F-11 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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. 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 is treated as the acquired company and the Merger is treated as the equivalent of Legacy Kodiak issuing shares for the net assets of AACT, F-12 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 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 10). 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 9) 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 common stock and loss on issuance of common stock warrants , respectively, in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 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 11). 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 F-13 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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. The number of shares of Kodiak common stock issued and outstanding following the consummation of the Merger and as of September 30, 2025 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 restricted stock units (“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 September 30, 2025, the Company had not met any of the triggering events. F-14 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 4. 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): September 30, 2025 Level 1 Level 2 Level 3 Total Liabilities PIPE Warrants $ — $ — $ 86,359 $ 86,359 NRA Warrants — — 36,968 36,968 Second lien loan — — 10,423 10,423 Total liabilities measured at fair value $ — $ — $ 133,750 $ 133,750 December 31, 2024 Level 1 Level 2 Level 3 Total Assets Cash equivalents: 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 The Company did not have any assets measured at fair value fair on a recurring basis as of September 30, 2025. The Company’s money market funds as of December 31, 2024 were highly liquid and actively traded marketable securities that generally transacted at a stable $ 1.00 net asset value representing its estimated fair value. The Company measures its warrant liabilities (see Note 9), second lien loans (see Note 6) and SAFEs (see Note 7) 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 condensed 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 as of the issuance date on September 24, 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 common stock warrants in the condensed consolidated statements of operations and comprehensive loss. Given the short period between the issuance date and September 30, 2025, and the absence of significant changes in the key F-15 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) valuation assumptions, the Company concluded that there was no material change in the fair value of the PIPE Warrants and NRA Warrants as of September 30, 2025. 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 6). 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 22.0 % as the key valuation assumption as of September 30, 2025. Simple Agreements for Future Equity At the Closing, all outstanding SAFEs were converted into shares of Kodiak common stock (see Note 7). 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 September 30, 2025. Legacy Kodiak Warrant Liabilities - Redeemable Convertible Preferred Stock Warrants At the Closing, certain redeemable convertible preferred stock warrants were automatically net exercised (see Note 9). 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 11). 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): Second Lien Loans SAFE Legacy Kodiak Redeemable Convertible Preferred Stock Warrants Balance as of December 31, 2024 $ — $ 59,301 $ 1,619 Issuance of second lien loans 43,865 — — Issuance of SAFEs — 23,660 — Exchange of SAFE for second lien loan 10,000 ( 10,000 ) — Reclassification of Assumed Kodiak Warrants — — ( 3,842 ) Fair value remeasurement 23,938 190,075 7,272 Settlement via conversion or exercise ( 67,380 ) ( 263,036 ) ( 5,049 ) Balance as of September 30, 2025 $ 10,423 $ — $ — Balance as of December 31, 2023 $ — $ 10,000 $ 2,045 Issuance of SAFEs — 44,054 — Fair value remeasurement — — ( 321 ) Balance as of September 30, 2024 $ — $ 54,054 $ 1,724 F-16 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 5. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2025 December 31, 2024 Prepaid expenses and other receivables $ 4,516 $ 1,610 Payroll tax credit receivable 400 650 Total prepaid expenses and other current assets $ 4,916 $ 2,260 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): September 30, 2025 December 31, 2024 Leasehold improvements $ 7,317 $ 7,261 Vehicles 6,868 6,331 Technology infrastructure 3,192 2,912 Equipment 9,477 2,524 Other 793 694 Total property and equipment 27,647 19,722 Less: accumulated depreciation ( 16,096 ) ( 13,980 ) Construction in progress 7,245 981 Total property and equipment, net $ 18,796 $ 6,723 Depreciation and amortization expense was $ 0.9 million and $ 2.1 million for the three and nine months ended September 30, 2025, respectively, and $ 1.2 million and $ 3.6 million for the three and nine months ended September 30, 2024, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2025 December 31, 2024 Accrued bonus $ 3,242 $ 8,800 Accrued payroll and related expenses 1,098 1,460 Other current liabilities and accrued expenses 2,951 1,156 Deferred revenue 80 — Total accrued expenses and other current liabilities $ 7,371 $ 11,416 6. 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 F-17 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 7), 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 4), 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 September 30, 2025, with a fair value of $ 10.4 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 was 16.25 % as of September 30, 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 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 September 30, 2025. 2022 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. The Company drew the full amount available under the 2022 Credit Facility upon execution. The proceeds were primarily used to settle outstanding obligations with another lender. Borrowings under the 2022 Credit Facility were initially secured by substantially all of the assets of the Company, excluding the Company’s intellectual property and certain of the Company's other assets. The 2022 Credit Facility contains customary representations and warranties, non-financial covenants and customary events of default. The Company was in compliance with its covenants as of September 30, 2025. The 2022 Credit Facility was amended in June 2024 to revise the repayment schedule, delay principal payments from November 1, 2024 to April 1, 2025, which was accounted for as a modification, and include certain of the Company's intellectual property as collateral. The 2022 Credit Facility was further amended in February 2025 to permit the transaction as contemplated by the BCA (see Note 1). On September 24, 2025, the 2022 Credit Facility was further amended to (i) make certain conforming changes to account for the closing of the Merger and (ii) provide for a post-closing period for the joinder of the Company as a co-borrower under the 2022 Credit Facility. Borrowings under the 2022 Credit Facility mature in April 2026 and provide for interest-only payments up to and including March 1, 2025. Consecutive payments of principal and interest are due beginning on April 1, 2025 once the interest-only period elapses. As of September 30, 2025, the aggregate principal amount outstanding was $ 20.0 million. The 2022 Credit Facility bears an annual rate of interest that is payable monthly at 5.50 % plus the greater of (i) 4.75 % and (ii) the prime rate then in effect. The interest rate was 11.75 % at inception and 12.75 % as of September 30, 2025. In addition, a final aggregate 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 outstanding balance of the debt subject to a prepayment fee ranging from 1.0 % to 3.0 % depending on the timing and circumstances of such prepayment. Total debt issuance costs related to the 2022 Credit Facility of $ 1.1 million were recorded as a debt discount, which included $ 0.7 million related to the fair value of warrants to purchase shares of Legacy Kodiak's redeemable convertible preferred stock issued concurrently with the execution of the 2022 Credit Facility, a commitment fee of $ 0.3 million and other issuance costs of $ 0.1 million. The debt discount, together with the final payment fee, is recognized as interest expense using the effective interest method. F-18 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 September 30, 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 September 30, 2025, and December 31, 2024, the aggregate principal amount outstanding was $ 2.3 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. As of September 30, 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 2025 (remaining three months) $ — $ 5,405 $ 5,405 2026 10,000 17,267 27,267 2027 — 808 808 2028 — 44 44 Total principal debt payments and final payment fee 10,000 23,524 33,524 Less: unamortized debt discount — ( 141 ) ( 141 ) Less: unamortized final payment fee — ( 152 ) ( 152 ) Less: Debt, current portion — ( 22,148 ) ( 22,148 ) Debt, net of current portion $ 10,000 $ 1,083 $ 11,083 7. 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 condensed consolidated balance sheets and accounted for at fair value, subject to remeasurement each reporting period (see Note 4). 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 6). F-19 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 condensed consolidated statements of operations and comprehensive loss during the periods presented prior to the Closing. 8. 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 September 30, 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. 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 September 30, 2025, were as follows (in thousands): Year ended December 31, Amount 2025 (remaining three months) $ 1,968 2026 3,933 2027 3,033 2028 270 2029 131 Total $ 9,335 9. Warrant Liabilities Common Stock Warrant Liabilities As of September 30, 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 10), 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 4). F-20 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 4). 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 11). Upon the Closing, the Kodiak Assumed Warrants were remeasured and reclassified to equity as it met the criteria for equity classification. 10. 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 4) 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, of which $ 84.2 million was recorded under loss on issuance of Series A cumulative redeemable convertible preferred stock and a loss of $ 86.4 million was recorded under loss on issuance of common stock warrants in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 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 condensed consolidated balance sheet as of September 30, 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 $ 170.9 million as of September 30, 2025, no change in redemption value was required to be recorded for the three and nine months ended September 30, 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 and accumulate whether or not declared. As of September 30, 2025, dividends had accrued from the issuance date through period-end but had not yet been paid or compounded. F-21 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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. 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 the 46th trading day following six months after the Closing Date, the conversion price will be adjusted to the greater of such average price or $ 8.00 . A second adjustment may occur on the 46th trading day following nine months after the Closing Date, 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 September 30, 2025, no shares of redeemable convertible preferred stock were issued and outstanding. F-22 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 11. 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 September 30, 2025 was as follows (in thousands). September 30, 2025 Earn Out Securities 74,998 Common stock warrants 1 65,235 Outstanding stock options 55,990 Shares available for issuance under equity incentive plan 28,195 Cumulative redeemable convertible preferred stock 14,216 Sponsor Earn Out Securities 6,250 Shares available for issuance under the ESPP 5,639 Total 250,523 ____________________ 1 Common stock warrants include both equity-classified and liability-classified warrants (see Note 9). Equity-Classified Common Stock Warrants As of September 30, 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 25,000 $ 11.50 9/24/2030 Private Placement Warrants 14,300 $ 11.50 9/24/2030 Assumed Kodiak Warrants 559 $ 2.24 12/31/2028, 6/30/2031 Total outstanding 39,859 F-23 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Public and Private Placement Warrants Public warrants become 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. In addition, the warrants contain a down-round protection feature. If the Company issues additional common stock or equity-linked securities for capital-raising purposes at an effective issue price of less than $ 9.20 per share and certain other conditions are met, the exercise price of the warrants and the $ 18.00 per-share redemption trigger price will be adjusted. These conditions include 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 the Company consummated the Merger (such price, the “Market Value”) being below $ 9.20 per share. In such event, the exercise price of the warrants will be adjusted from $ 11.50 per share to 115 % of the Market Value, and the $ 18.00 per-share redemption trigger price will be adjusted to 180 % of the Market Value (see Note 17). 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 ordinary shares are subject to adjustment for certain corporate events, such as share dividends, recapitalizations, and mergers. The warrants are not adjusted for ordinary shares 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 ordinary shares 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 4). 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. 12. Stock-based Compensation Legacy Kodiak 2018 Equity Incentive Plan In 2018, the Company adopted its 2018 equity incentive plan (the “2018 Plan”). The Plan provides for the granting of stock-based awards, including stock options and restricted stock to eligible participants, including employees, directors, and service providers. Stock options granted under the 2018 Plan can be in the form of incentive stock options or nonqualified stock options. 2025 Equity Incentive Plan On September 23, 2025, the Company's stockholders approved and adopted the Kodiak 2025 Equity Incentive Plan (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 F-24 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Plan replaced the 2018 Plan, which expired as to future grants as of the Closing. As of September 30, 2025, no awards were granted under the 2025 EIP. 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 September 30, 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 11,308 7.10 Exercised ( 2,130 ) 0.57 Forfeited ( 1,902 ) 1.40 Expired ( 443 ) 0.61 Outstanding as of September 30, 2025 55,990 $ 1.88 7.4 $ 553,256 Exercisable as of September 30, 2025 32,050 $ 0.62 6.3 $ 357,707 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. As of September 30, 2025, total unrecognized compensation expense related to unvested options was $ 69.2 million, which the Company expects to recognize over an estimated weighted average period of 2.6 years. F-25 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Stock-based Compensation Total stock-based compensation recorded in the Company’s condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Research and development $ 2,228 $ 1,029 $ 5,148 $ 2,518 General and administrative 2,475 421 3,952 988 Truck and freight operations 152 59 329 145 Sales and marketing 390 209 707 338 Total stock-based compensation $ 5,245 $ 1,718 $ 10,136 $ 3,989 13. 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. Army. 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 three and nine months ended September 30, 2025, DaaS represented 68 % and 34 % revenues, while freight delivery represented 32 % and 29 % of revenues, respectively. Ground autonomy solutions represented 0 % and 36 % of revenues for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, all revenues were generated from freight delivery. The Company’s contracts with a duration of one year or more consisted entirely of a DaaS contract as of September 30, 2025. The aggregate amount of the transaction price allocated to unsatisfied performance obligations was $ 11.0 million as of September 30, 2025, which is expected to be recognized ratably for each DaaS contract and through September 2029. Contract Balances As of September 30, 2025 and December 31, 2024, the Company did not have any material amounts related to unbilled receivables or contract assets. The Company's contract liabilities were $ 0.3 million as of September 30, 2025 and were not material as December 31, 2024. Contract liabilities were included in accrued expenses and other current liabilities and other liabilities on the condensed consolidated balance sheets. 14. Income Taxes The Company’s income tax expense was immaterial for the three and nine months ended September 30, 2025, and 2024. The Company’s effective tax rate for the three and nine months ended September 30, 2025 and 2024 was approximately 0 %. For the periods presented, the difference between the effective tax rate and the federal statutory rate of 21% primarily relates to certain non-deductible items, the absence of current taxable income, and the full valuation allowance on deferred tax assets. F-26 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 15. 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): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Numerator Net loss $ ( 269,935 ) $ ( 19,144 ) $ ( 511,846 ) $ ( 55,107 ) Denominator Weighted-average common shares outstanding, basic and diluted 69,405 58,398 62,978 58,338 Net loss per common share, basic and diluted $ ( 3.89 ) $ ( 0.33 ) $ ( 8.13 ) $ ( 0.94 ) 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): September 30, 2025 September 30, 2024 Common stock warrants 65,235 355 Common stock options 55,990 49,922 Redeemable convertible preferred stock 14,216 62,240 Redeemable convertible preferred stock warrants — 1,305 Total 135,441 113,822 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 September 30, 2025 as the underlying shares remain contingently issuable as the triggering events have not been satisfied. Excluded from common stock warrants in the anti-dilutive table above as of September 30, 2024 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. 16. 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 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 condensed consolidated statements of operations and comprehensive loss. The Company’s long-lived assets are located in the United States. 17. Subsequent Events On October 21, 2025, the Company notified the holders of its Public Warrants and Private Placement Warrants (see Note 11) 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 F-27 Table of Contents Kodiak AI, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) exercise price from $ 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 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. F-28 Table of Contents