Kodiak AI, Inc.
For the period ended Dec 31, 2025. Filed Mar 11, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 11, 2026
KDK$1.21-16.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report are as follows:
(1) Financial Statements: Refer to the “Index to Consolidated Financial Statements” included under Part II, Item 8 of this Form 10-K.
(2) Financial Statement Schedules: All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included under Part II, Item 8 of this Form 10-K.
(3) Exhibits: The documents listed below are incorporated by reference or are filed with this report, in each case as indicated therein.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File No. · Exhibit Number · Filing Date · Filed Herewith | |||||
| 2.1* | Business Combination Agreement, dated as of April 14, 2025, by and among Ares Acquisition Corporation II, Kodiak Robotics, Inc. and AAC II Merger Sub, Inc. | Form S-4/A | File No. 333-287278 | 2.1 | August 25, 2025 |
| 2.2* | Plan of Domestication of Ares Acquisition Corporation II | Form S-4/A | File No. 333-287278 | 2.1 | August 25, 2025 |
| 3.1 | Certificate of Incorporation of Kodiak AI, Inc. | Form 8-K | File No. 001-41691 | 3.2 | September 30, 2025 |
| 3.2 | Certificate of Designation | Form 8-K | File No. 001-41691 | 3.1 | September 30, 2025 | |
| 3.3 | Bylaws of Kodiak AI, Inc. | Form 8-K | File No. 001-41691 | 3.3 | September 30, 2025 | |
| 4.1 | Specimen Common Stock Certificate | Form 8-K | File No. 001-41691 | 4.4 | September 30, 2025 | |
| 4.2 | Warrant Agreement, dated as of April 20, 2023, by and between Continental Stock Transfer & Trust Company and the Company | Form 8-K | File No. 001-41691 | 4.1 | April 26, 2023 | |
| 4.3 | Form of Assumed Kodiak Warrant | Form S-4/A | File No. 333-287278 | 4.6 | August 25, 2025 | |
| 4.4 | Form of Public Warrant Certificate | Form S-1/A | File No. 333-290832 | 4.3 | April 7, 2023 | |
| 4.5 | Form of PIPE Warrant Certificate | Form 8-K | File No. 001-41691 | 4.1 | September 15, 2025 | |
| 4.6 | Form of Non-Redemption Agreement Warrant Certificate | Form 8-K | File No. 001-41691 | 4.1 | September 23, 2025 | |
| 4.7 | Description of Capital Stock | X | ||||
| 10.1 | Amended and Restated Registration Rights Agreement, dated as of September 24, 2025, by and among the Company and each of the stockholders of the Company identified on the signature pages thereto | Form 8-K | File No. 001-41691 | 10.8 | September 30, 2025 | |
| 10.2+ | Kodiak AI, Inc. 2025 Equity Incentive Plan and forms of agreements thereunder | Form 8-K | File No. 001-41691 | 10.15 | September 30, 2025 | |
| 10.3+ | Kodiak AI, Inc. 2025 Employee Stock Purchase Plan. | Form 8-K | File No. 001-41691 | 10.16 | September 30, 2025 | |
| 10.4+ | Kodiak AI, Inc. Executive Change in Control and Severance Policy | Form 8-K | File No. 001-41691 | 10.17 | September 30, 2025 | |
| 10.5+ | Kodiak AI, Inc. Executive Incentive Compensation Plan | Form 8-K | File No. 001-41691 | 10.18 | September 30, 2025 | |
| 10.6+ | Kodiak AI, Inc. Outside Director Compensation Policy | Form 8-K | File No. 001-41691 | 10.20 | September 30, 2025 | |
| 10.7+ | Kodiak AI, Inc. 2018 Equity Incentive Plan and forms of agreements thereunder | Form 8-K | File No. 001-41691 | 10.21 | September 30, 2025 | |
| 10.8+ | Confirmatory Employment Letter between the Company and Don Burnette, effective July 18, 2025 | Form S-4/A | File No. 333-287278 | 10.6 | August 25, 2025 | |
| 10.9+ | Confirmatory Employment Letter between the Company and Michael Wiesinger, effective July 18, 2025 | Form S-4/A | File No. 333-287278 | 10.8 | August 25, 2025 | |
| 10.10+ | Offer Letter between the Company and Surajit Datta, dated August 18, 2025 | X | ||||
| 10.11+ | Form of Indemnification Agreement between Kodiak AI, Inc. and each of its directors and executive officers | Form S-4/A | File No. 333-287278 | 10.10 | August 15, 2025 | |
| 10.12 | Sponsor Support Agreement, dated as of April 14, 2025, by and among Ares Acquisition Corporation II, Kodiak Robotics, Inc. and Ares Acquisition Holdings II LP | Form S-4/A | File No. 333-287278 | 10.11 | August 25, 2025 | |
| 10.13 | Form of Company Support Agreement, by and among Ares Acquisition Corporation II, Kodiak Robotics, Inc. and the persons set forth on Schedule A | Form 8-K | File No. 001-41691 | 10.2 | April 14, 2025 | |
| 10.14 | Form of PIPE Subscription Agreement | Form S-4/A | File No. 333-287278 | 10.13 | August 25, 2025 | |
| 10.15 | Letter Agreement, dated as of April 20, 2023, by and among Ares Acquisition Corporation II, Ares Acquisition Holdings II LP and Ares Acquisition Corporation II’s directors and officers | Form 8-K | File No. 001-41691 | 10.4 | April 26, 2023 | |
| 10.16* | Venture Loan and Security Agreement, dated as of December 31, 2025, by and among Kodiak AI, Inc., Kodiak Robotics, Inc. and Horizon Technology Finance Corporation | Form 8-K | File No. 001-41691 | 10.1 | December 31, 2025 | |
| 10.17* | Second Lien Loan and Security Agreement, by and among Kodiak Robotics, Inc., Ares Agent Services, L.P. and the lenders identified on the signature pages thereto, dated as of April 14, 2025 | Form S-4/A | File No. 333-287278 | 10.26 | August 25, 2025 | |
| 10.18 | First Amendment to Second Lien Loan and Security Agreement, by and among Kodiak Robotics, Inc., Ares Agent Services, L.P. and the lenders identified on the signature pages thereto, dated as of July 18, 2025 | Form S-4/A | File No. 333-287278 | 10.27 | August 25, 2025 | |
| 10.19 | Second Amendment to Second Lien Loan and Security Agreement, by and among Kodiak Robotics, Inc., Ares Agent Services, L.P. and the lenders identified on the signature pages thereto, dated as of August 25, 2025 | Form S-4/A | File No. 333-287278 | 10.28 | August 25, 2025 | |
| 10.20* | Third Amendment to Second Lien Loan and Security Agreement, by and among Kodiak Robotics, Inc., Ares Agent Services, L.P. and the lenders identified on the signature pages thereto, dated as of March 2, 2026 | X | ||||
| 10.21* | Master Financing Agreement between Kodiak Robotics, Inc. and Western Alliance Equipment Finance, LLC, dated July 19, 2022 | Form S-4/A | File No. 333-287278 | 10.24 | June 30, 2025 | |
| 10.22# | Master Services Agreement between Kodiak Robotics, Inc. and Fountainhead Logistics, LLC, dated July 17, 2024 | Form S-4/A | File No. 333-287278 | 10.25 | June 30, 2025 | |
| 10.23# | Amendment No. 1 to Master Services Agreement between Kodiak Robotics, Inc. and Fountainhead Logistics, LLC, dated June 13, 2025 | Form S-4/A | File No. 333-287278 | 10.26 | June 30, 2025 | |
| 10.24# | Master Services and Software License Agreement between Kodiak Robotics, Inc. and Applied Intuition, Inc., dated September 27, 2018 | Form S-4/A | File No. 333-287278 | 10.27 | June 30, 2025 | |
| 10.25# | Renewal Agreement to Master Services and Software License Agreement between Kodiak Robotics, Inc. and Applied Intuition, Inc., dated September 19, 2024 | Form S-4/A | File No. 333-287278 | 10.28 | June 30, 2025 | |
| 10.26 | Board Observer Agreement, dated September 24, 2025, by and between Ares Acquisition Corporation II and Ares Acquisition Holdings II LP | Form 8-K | File No. 001-41691 | 10.9 | September 30, 2025 | |
| 10.27 | Letter Agreement by and among Kodiak Robotics, Inc., Ares Acquisition Corporation II, Ares Acquisition Holdings II LP and AAC II Co-Invest LP | Form S-4/A | File No. 333-287278 | 10.35 | August 15, 2025 | |
| 10.28 | Acknowledgement and Agreement, by and among Kodiak Robotics, Inc., Ares Agent Services, L.P. and AAC II Holdings II LP, dated as of September 15, 2025 | Form 8-K | File No. 001-41691 | 10.2 | September 15, 2025 | |
| 10.29 | Form of Subscription Agreement for Preferred Investment | Form 8-K | File No. 001-41691 | 10.1 | September 15, 2025 | |
| 10.30 | Form of Common Stock Non-Redemption Agreement | Form 8-K | File No. 001-41691 | 10.2 | September 23, 2025 | |
| 10.31 | Form of Warrant Non-Redemption Agreement | Form 8-K | File No. 001-41691 | 10.1 | September 23, 2025 | |
| 19.1 | Insider Trading Policy | X | ||||
| 21.1 | List of Subsidiaries of the Company | Form S-1 | File No. 333-290832 | 21.1 | October 10, 2025 | |
| 23.1 | Consent of Ernst & Young LLP | X | ||||
| 23.2 | Consent of Deloitte & Touche LLP | X | ||||
| 24.1 | Power of Attorney (contained in the signature page to this Annual Report on Form 10-K) | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1† | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2† | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Kodiak AI, Inc. Compensation Recovery Plan | Form 8-K | File No. 001-41691 | 10.19 | September 30, 2025 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X |
- Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) or (b)(2), as applicable of Regulation S-K. The registrants agree to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
- Indicates management contract or compensatory plan.
Certain confidential information contained in this exhibit has been omitted because it is both (i) not material; and (ii) the type that the registrants treat as private or confidential.
† These certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.