Kodiak AI, Inc.

Previous wording

We serve customers in the long-haul trucking, industrial trucking, and defense industries. In December 2024, we launched our driverless solution, which we refer to as the Kodiak Driver. We believe the launch of the Kodiak Driver represents the first customer-owned and -operated driverless trucks in commercial service. In addition, our customers have utilized Kodiak-owned driverless trucks to deliver revenue-generating loads across the southern United States. As of March 31, 2026, Kodiak Driver-powered vehicles have logged over 23,500 Cumulative Hours of Paid Driverless Operations and have delivered over 15,600 loads. In the defense industry, we believe the Kodiak Driver can support national security initiatives and critical government applications.

Current wording

We serve customers in the long-haul trucking, industrial trucking, and defense industries. In December 2024, we launched our driverless solution, which we refer to as the Kodiak Driver. We believe the launch of the Kodiak Driver represents the first customer-owned and -operated driverless trucks in commercial service. In addition, our customers have utilized Kodiak-owned driverless trucks to deliver revenue-generating loads across the southern United States. As of June 30, 2026, Kodiak Driver-powered vehicles have logged over 40,000 Cumulative Hours of Paid Driverless Operations and have delivered over 20,000 loads. In the defense industry, we believe the Kodiak Driver can support national security initiatives and critical government applications.

Previous wording

Our business model has evolved and will continue to evolve in parallel with the growth of our business. Initially, our revenue was generated by transporting commercial freight using Kodiak-owned autonomous trucks and from our work with the U.S. Army. This approach allowed us to refine the Kodiak Driver, demonstrate commercial viability, grow our customer base and establish a freight network spanning approximately 25,000 miles across the southern United States and demonstrate the viability of the Kodiak Driver across multiple operating domains.

Current wording

Our business model has evolved and will continue to evolve in parallel with the growth of our business. Initially, our revenue was generated by transporting commercial freight using Kodiak-owned autonomous trucks and from our work with the U.S. Army. This approach allowed us to refine the Kodiak Driver, demonstrate commercial viability, grow our customer base and establish a freight network spanning approximately 26,000 miles across the southern United States and demonstrate the viability of the Kodiak Driver across multiple operating domains.

Previous wording

We launched our DaaS business in December 2024 with Atlas, and as of March 31, 2026, have surpassed 23,500 Cumulative Hours of Paid Driverless Operations. We anticipate scaling our deployment with Atlas over the course of 2026 and beyond. We are also exploring opportunities among additional customers that operate in remote, unstructured environments similar to the Permian Basin. Like Atlas, these customers face acute driver recruitment issues and 24/7 operational requirements, presenting attractive growth and profitability opportunities. We additionally see an opportunity to expand our work on unimproved roads internationally, in similarly-well suited markets such as Australia, the Middle East, and Canada.

Current wording

We launched our DaaS business in December 2024 with Atlas, and as of June 30, 2026, have surpassed 40,000 Cumulative Hours of Paid Driverless Operations. We anticipate scaling our deployment with Atlas over the course of 2026 and beyond. We are also exploring opportunities among additional customers that operate in remote, unstructured environments similar to the Permian Basin. Like Atlas, these customers face acute driver recruitment issues and 24/7 operational requirements, presenting attractive growth and profitability opportunities. We additionally see an opportunity to expand our work on unimproved roads internationally, in similarly-well suited markets such as Australia, the Middle East, and Canada.

Previous wording

We also continue to prepare our long-haul trucking and industrial trucking customers for our DaaS business model through our Partner Deployment Program (“PDP”) as we work to expand our safety case to the long-haul trucking vertical. Inclusive of both our operations with Atlas and with our over-the-road customers, as of March 31, 2026, Kodiak Driver-powered vehicles have delivered over 15,600 loads.

Current wording

We also continue to prepare our long-haul trucking and industrial trucking customers for our DaaS business model through our Partner Deployment Program (“PDP”) as we work to expand our safety case to the long-haul trucking vertical. Inclusive of both our operations with Atlas and with our over-the-road customers, as of June 30, 2026, Kodiak Driver-powered vehicles have delivered over 20,000 loads.

Previous wording

In December 2024, we commenced tracking Cumulative Hours of Paid Driverless Operations following the initial delivery of the Kodiak Driver-powered trucks to Atlas. As of March 31, 2026, we have surpassed 23,500 Cumulative Hours of Paid Driverless Operations.

Current wording

In December 2024, we commenced tracking Cumulative Hours of Paid Driverless Operations following the initial delivery of the Kodiak Driver-powered trucks to Atlas. As of June 30, 2026, we have surpassed 40,000 Cumulative Hours of Paid Driverless Operations.

Previous wording

This metric reflects commercial adoption, operational scaling and our ability to deliver autonomous vehicles capable of operating without a safety driver. As of March 31, 2026, our customers had 28 Customer-Owned Driverless Vehicles.

Current wording

This metric reflects commercial adoption, operational scaling and our ability to deliver autonomous vehicles capable of operating without a safety driver. As of June 30, 2026, our customers had 35 Customer-Owned Driverless Vehicles.

Previous wording

Revenues increased by $0.4 million, or 24%, to $1.8 million for the three months ended March 31, 2026 from $1.5 million for the three months ended March 31, 2025. The increase was primarily attributed to a $1.3 million increase in DaaS revenue, partially offset by a $1.0 million decrease related to our contract with the U.S. Army.

Current wording

Revenues increased by $3.0 million, or 596%, to $3.5 million for the three months ended June 30, 2026, from $0.5 million for the three months ended June 30, 2025. The increase was primarily attributed to a $1.7 million increase in DaaS revenue and $1.2 million from ground autonomy solutions.

Previous wording

Research and development expenses increased by $7.4 million, or 73%, to $17.6 million for the three months ended March 31, 2026 from $10.1 million for the three months ended March 31, 2025. The increase was primarily attributable to $5.1 million of higher headcount-related expenses, as well as an increased investment of $1.5 million in software and other tools to support our artificial intelligence and machine learning initiatives.

Current wording

Research and development expenses increased by $10.5 million, or 86%, to $22.7 million for the three months ended June 30, 2026 from $12.2 million for the three months ended June 30, 2025. The increase was primarily attributable to $5.5 million of higher headcount-related expenses, an increased investment of $3.3 million in software and other tools to support our artificial intelligence and machine learning initiatives, and an increased investment of $2.1 million in hardware and development related to our long-haul operations.

Previous wording

General and administrative expenses increased by $7.3 million, or 142%, to $12.4 million for the three months ended March 31, 2026 from $5.1 million for the three months ended March 31, 2025. The increase was primarily attributable to $4.6 million of higher headcount-related expenses, as well as an increase of $2.0 million in costs incurred for legal, accounting and other professional services, primarily associated with becoming a public company.

Current wording

General and administrative expenses increased by $5.3 million, or 74%, to $12.4 million for the three months ended June 30, 2026 from $7.2 million for the three months ended June 30, 2025. The increase was primarily attributable to $4.0 million of higher headcount-related expenses, as well as an increase of $1.2 million in costs incurred for legal, accounting, and other services, associated with operating as a public company.

Previous wording

Truck and freight operations expenses increased by $4.3 million, or 107%, to $8.3 million for the three months ended March 31, 2026 from $4.0 million for the three months ended March 31, 2025. The increase was primarily attributable to $2.3 million of higher headcount-related expenses, as well as an increase of $2.0 million in operational infrastructure costs, both of which were to support DaaS operations and development related to our over-the-road launch.

Current wording

Truck and freight operations expenses increased by $5.2 million, or 95%, to $10.6 million for the three months ended June 30, 2026 from $5.5 million for the three months ended June 30, 2025. The increase was primarily attributable to an increase of $3.0 million in infrastructure costs and $2.1 million in higher headcount-related expenses, both driven by efforts to support DaaS operations and development related to our long-haul operations.

Previous wording

Sales and marketing expenses increased by $0.6 million, or 74%, to $1.4 million for the three months ended March 31, 2026 from $0.8 million for the three months ended March 31, 2025. The increase was primarily attributable to $0.4 million of higher headcount-related expenses, as well as an increase of $0.2 million in marketing expenses.

Current wording

Sales and marketing expenses increased by $0.4 million, or 38%, to $1.4 million for the three months ended June 30, 2026 from $1.0 million for the three months ended June 30, 2025. The increase was primarily attributable to $0.3 million in higher marketing expenses and $0.2 million in higher headcount-related expenses.

Previous wording

Other income (expenses), net increased by $173.9 million, or 159% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily attributable to a $108.4 million loss on the change in fair value of simple agreements for future equity for the three months ended March 31, 2025 that did not recur in 2026, as well as a $64.7 million gain on the change in fair value of common stock warrants for three months ended March 31, 2026.

Current wording

Other income (expenses), net increased by $144.5 million, or 164%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily attributable to an $84.2 million loss on the change in fair value of simple agreements for future equity for the three months ended June 30, 2025 that did not recur in 2026 due to their conversion into shares of common stock in 2025, as well as a $58.3 million gain on the change in fair value of common stock warrants for the three months ended June 30, 2026. Our common stock warrants had not been issued until and after September 2025.

Previous wording

For the three months ended March 31, 2026, we incurred a $37.9 million loss from operations. We expect to incur additional losses and increased expenses in future periods as we continue to scale our business, invest in research and development efforts, increase employee headcount and incur additional expenses associated with being a public company.

Current wording

For the six months ended June 30, 2026, we incurred a $81.5 million loss from operations. We expect to incur additional losses and increased expenses in future periods as we continue to scale our business, invest in research and development efforts, increase employee headcount and incur additional expenses associated with being a public company.

Previous wording

We do not anticipate our cash and cash equivalents and marketable securities, together with the proceeds from the PIPE Transaction, will be sufficient to meet our capital requirements for at least one year from the filing date of this Quarterly Report under our current operating plan. Inclusive of the expected net proceeds from the PIPE Transaction, we expect to be able to fund our business plan into the second quarter of 2027. We expect to seek additional funding through debt or equity offerings, including in the near term in the form of issuing equity and equity-linked securities and incurring additional indebtedness, which may result in substantial dilution or restrictive covenants, to fund our operating plan. If we do not generate sufficient cash to fund our operating plan, we may also adjust our operating plan to lower our anticipated research and development initiatives, reduce our growth plans or liquidate our assets, among other things. To the extent any or all of these events were to occur, our business, operating results, financial condition and prospects may be materially and adversely affected.

Current wording

As of June 30, 2026, we had cash and cash equivalents and marketable securities totaling $151.1 million, and short-term debt obligations totaling $12.7 million consisting of the current portion of debt and second lien loans. We have historically funded our operations primarily through the issuance of equity and debt securities. We do not anticipate our cash and cash equivalents and marketable securities will be sufficient to meet our capital requirements for at least one year from the filing date of this Quarterly Report under our current operating plan. We expect to be able to fund our business plan into the second quarter of 2027. We expect to seek additional funding through debt or equity offerings to fund our operating plan, which may include the near-term issuance of equity and equity-linked securities or the incurrence of additional indebtedness, potentially resulting in substantial dilution or restrictive covenants. If we do not generate sufficient cash to fund our operating plan, we may also adjust our operating plan to lower our anticipated research and development initiatives, reduce our growth plans or liquidate our assets, among other things. To the extent any or all of these events were to occur, our business, operating results, financial condition and prospects may be materially and adversely affected.

Previous wording

After giving effect to the PIPE Transaction, as of May 8, 2026, we may receive up to $606.8 million from the full cash exercise of all of our outstanding warrants. The likelihood that warrant holders will exercise the warrants and any cash proceeds that we would receive is dependent upon the market price of our common stock. To the extent the market price for our common stock is less than the then-effective exercise price per share of any warrants, holders of such warrants will be unlikely to exercise such warrants.

Current wording

As of June 30, 2026, we may receive up to $603.3 million from the full cash exercise of all of our outstanding warrants. The likelihood that warrant holders will exercise the warrants and any cash proceeds that we would receive is dependent upon the market price of our common stock. To the extent the market price for our common stock is less than the then-effective exercise price per share of any warrants, holders of such warrants will be unlikely to exercise such warrants.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2026 was $29.5 million and consisted of a $56.4 million change in non-cash adjustments, partially offset by net income of $26.5 million and a $0.4 million change in our operating assets and liabilities. Non-cash adjustments primarily consisted of a $64.7 million change in the fair value of common stock warrants and a $0.4 million accretion of discount on marketable securities, partially offset by $6.0 million in stock-based compensation, $1.4 million in depreciation and amortization, $0.5 million in the change in fair value of second lien loans, and $0.5 million in non-cash lease expense. The change in our operating assets and liabilities was primarily due to a $0.6 million decrease in our prepaid expenses and other current assets and a $0.4 million decrease in our accounts receivable primarily due to the timing of payments, partially offset by a $0.5 million decrease in operating lease liabilities, and a $0.2 million net decrease in our accounts payable and accrued expenses and other current liabilities due to the timing of payments.

Current wording

Net cash used in operating activities for the six months ended June 30, 2026 was $63.6 million and consisted of a $103.9 million change in non-cash adjustments, partially offset by net income of $39.0 million and a $1.3 million change in our operating assets and liabilities. Non-cash adjustments primarily consisted of a $122.9 million change in the fair value of common stock warrants and a $0.6 million accretion of discount on marketable securities, partially offset by $12.4 million in stock-based compensation, $3.1 million in depreciation and amortization, a $1.2 million change in fair value of second lien loans, and $1.0 million in non-cash lease expense. The change in our operating assets and liabilities was primarily due to a $2.0 million increase in our accounts payable, accrued expenses and other current liabilities, and other liabilities, as well as a $0.4 million decrease in our accounts receivable, both driven primarily by the timing of payments. These activities were partially offset by a $1.0 million decrease in operating lease liabilities.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2025 was $16.5 million and consisted of a net loss of $128.2 million and a $26 thousand change in our operating assets and liabilities, partially offset by $111.7 million in non-cash adjustments. Non-cash adjustments primarily consisted of $108.4 million increase in the fair value of SAFEs, $1.9 million in stock-based compensation, $0.5 million in depreciation and amortization, and $0.4 million in non-cash lease expense. The change in our operating assets and liabilities was primarily due to a $0.8 million net decrease in our accounts payable and accrued expenses and other current liabilities due to the timing of payments and a $0.4 million decrease in operating lease liabilities, partially offset by a $1.1 million decrease in account receivables related to our contract with the U.S. Army.

Current wording

Net cash used in operating activities for the six months ended June 30, 2025 was $36.9 million and consisted of a net loss of $241.9 million partially offset by $203.6 million in non-cash adjustments and a $1.4 million change in our operating assets and liabilities. Non-cash adjustments primarily consisted of $192.5 million in the change in fair value of SAFEs, $4.9 million in stock-based compensation, $2.2 million in the change in fair value of Second Lien Loans, $1.3 million in the change in fair value of redeemable convertible preferred stock warrant liabilities, $1.2 million in depreciation and amortization and $0.9 million in non-cash lease expense. The change in our operating assets and liabilities was primarily due to a $1.3 million increase in our accounts payable and accrued expenses and other current liabilities due to the timing of payments and a $0.7 million decrease in our accounts receivable related to our contract with the U.S. Army, partially offset by a $0.9 million decrease in operating lease liabilities.

Previous wording

Net cash provided by investing activities for the three months ended March 31, 2026 was $39.5 million and consisted of $45.0 million in proceeds from maturities of marketable securities, partially offset by $5.5 million in purchases of property and equipment.

Current wording

Net cash used in investing activities for the six months ended June 30, 2026 was $42.7 million and primarily consisted of $104.2 million in purchases of marketable securities and $9.5 million in purchases of property and equipment. These activities were partially offset by $70.3 million in proceeds from maturities of marketable securities.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2025 was $2.3 million related to purchases of property and equipment.

Current wording

Net cash used in investing activities for the six months ended June 30, 2025 was $5.2 million and related to purchases of property and equipment.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2026 was $4.2 million and consisted of $3.6 million in proceeds from the exercise of common stock warrants and $1.0 million in proceeds from the exercise of stock options, partially offset by $0.4 million for the repayment of debt obligations.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2026 was $102.3 million and consisted of $100.0 million in gross proceeds from the issuance of common stock and warrants in connection with a private placement, $7.2 million in proceeds from the exercise of common stock warrants, and $1.5 million in proceeds from the exercise of stock options, partially offset by $5.2 million in payments of offering costs in connection with the private placement and $1.1 million for the repayment of debt obligations.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2025 was $19.8 million and primarily consisted of $21.7 million in proceeds from the issuance of SAFEs and $0.4 million in proceeds from the exercise of stock options, partially offset by $2.2 million for the repayment of debt obligations.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2025 was $45.6 million and consisted of $29.7 million in proceeds from the issuance of second lien loans, $23.7 million in proceeds from the issuance of SAFEs, and $0.9 million in proceeds from the exercise of stock options, partially offset by $6.2 million for the repayment of debt obligations and $2.5 million in payments of offering costs.

Previous wording

As of March 31, 2026, $10.0 million remains outstanding under our Second Lien Loan and Security Agreement, representing a loan previously exchanged from a SAFE with an affiliate of a lender party thereto prior to the Merger. This borrowing matures on October 1, 2026, and bears interest that is paid in kind and capitalized.

Current wording

As of June 30, 2026, $10.0 million in principal remained outstanding under our Second Lien Loan and Security Agreement, representing a loan previously exchanged from a SAFE with an affiliate of a lender party thereto prior to the Merger. This borrowing matures on October 1, 2026, and bears interest that is capitalized and included in the principal balance due at maturity.

Previous wording

As of March 31, 2026, we had outstanding term loans under our venture loan and security agreement (as amended to date, the “2025 Credit Facility”) in an aggregate principal amount of $30.0 million. Borrowings under the 2025 Credit Facility mature in January 2030 and currently require interest-only payments through July 1, 2028, after which consecutive payments of principal and interest become due.

Current wording

As of June 30, 2026, we had outstanding term loans under our venture loan and security agreement (as amended, the “2025 Credit Facility”) in an aggregate principal amount of $30.0 million. Borrowings under the 2025 Credit Facility mature in January 2030 and currently require interest-only payments through July 1, 2028, after which consecutive payments of principal and interest become due.

Previous wording

As of March 31, 2026, we had outstanding debt under our secured equipment line (the “2022 Equipment Facility”) in an aggregate principal amount of $1.6 million, of which $0.7 million is due within one year. The 2022 Equipment Facility matures in March 2028.

Current wording

As of June 30, 2026, we had outstanding debt under our secured equipment line (the “2022 Equipment Facility”) in an aggregate principal amount of $0.9 million, of which $0.7 million is due within one year. The 2022 Equipment Facility matures in March 2028.

Previous wording

Our other cash requirements as of March 31, 2026 were related to leases and certain purchase commitments with our service providers.

Current wording

Our other cash requirements as of June 30, 2026 were related to operating leases and certain purchase commitments with our service providers.

Previous wording

Our operating lease arrangements are related to facilities located in Mountain View, California, as well as in Lancaster and Odessa, Texas, under non-cancellable agreements expiring at various dates through 2031. As of March 31, 2026, the total undiscounted future lease payments under our operating leases were $6.4 million, of which $1.9 million is due within one year.

Current wording

Our operating lease arrangements are related to facilities located in Mountain View, California, as well as in Lancaster and Odessa, Texas, under non-cancellable agreements expiring at various dates through 2031. As of June 30, 2026, the total undiscounted future lease payments under our operating leases were $7.1 million, of which $2.9 million are due within one year.

Previous wording

We may enter into purchase commitments with our service providers. As of March 31, 2026, the total purchase commitments under such vendor agreements were $9.1 million, of which $5.5 million is due within one year.

Current wording

We may enter into purchase commitments with our service providers. As of June 30, 2026, the total purchase commitments under such vendor agreements were $7.5 million, of which $5.7 million are due within one year.

Previous wording

We expect to remain an emerging growth company until the earlier of (1) the last day of the year (i) following April 4, 2028, which is the fifth anniversary of the effective date of AACT’s IPO registration statement, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30, or (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Current wording

We expect to remain an emerging growth company until the earlier of (1) the last day of the year (i) following April 4, 2028, which is the fifth anniversary of the effective date of AACT’s IPO registration statement, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30, or (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. On the last business day of our second quarter in fiscal 2026, the aggregate market value of our common stock held by non-affiliates exceeded $700 million. As a result, as of December 31, 2026, the Company will be considered a large accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and the Company will cease to be an emerging growth company. Accordingly, the Company will no longer be exempt from the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm will evaluate and report on the effectiveness of internal control over financial reporting. Further, following the loss of emerging growth company status, the Company will be required to comply with any new or revised accounting pronouncements as of public company effective dates.