Kodiak AI, Inc.

Previous wording

The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with the (1) unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and (2) the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2025 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), on March 11, 2026.

Current wording

The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with (1) the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and (2) the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2025 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2026.

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 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.

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 September 30, 2026, Kodiak Driver-powered vehicles have logged over 58,000 Cumulative Hours of Paid Driverless Operations and have delivered over 29,000 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 26,000 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 27,000 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 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.

Current wording

We launched our DaaS business in December 2024 with Atlas, and as of September 30, 2026, have surpassed 58,000 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 Canada, Australia, and the Middle East.

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 June 30, 2026, Kodiak Driver-powered vehicles have delivered over 20,000 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 September 30, 2026, Kodiak Driver-powered vehicles have delivered over 29,000 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 June 30, 2026, we have surpassed 40,000 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 September 30, 2026, we have surpassed 58,000 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 June 30, 2026, our customers had 35 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 September 30, 2026, our customers had 37 Customer-Owned Driverless Vehicles.

Previous wording

Other income (expenses) consists primarily of (i) changes in fair value as a result of the remeasurement of our common stock warrants, second lien loans, simple agreements for future equity (“SAFEs”), and redeemable convertible preferred stock warrant liabilities; (ii) interest income and other net, which includes income on our cash equivalents and marketable securities; and (iii) interest expense incurred on our debt obligations.

Current wording

Other (expenses) income consists primarily of (i) loss on issuance of equity instruments in connection with the Merger; (ii) changes in fair value as a result of the remeasurement of our common stock warrants, second lien loans, simple agreements for future equity (“SAFEs”), and redeemable convertible preferred stock warrant liabilities; (iii) interest income and other net, which includes income on our cash equivalents and marketable securities; and, (iv) interest expense incurred on our debt obligations.

Previous 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.

Current wording

Revenues increased by $2.2 million, or 286%, to $3.0 million for the three months ended September 30, 2026, from $0.8 million for the three months ended September 30, 2025. The increase was primarily attributed to a $1.6 million increase in DaaS revenue and $0.5 million from ground autonomy solutions.

Previous 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.

Current wording

Research and development expenses increased by $12.0 million, or 89%, to $25.4 million for the three months ended September 30, 2026 from $13.5 million for the three months ended September 30, 2025. The increase was primarily attributable to $6.0 million of higher headcount and related expenses to support our autonomous technology development, an increased investment of $2.9 million in software and other tools to support our artificial intelligence and machine learning initiatives, and an increased investment of $2.5 million in hardware and development related to our long-haul operations.

Previous 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.

Current wording

General and administrative expenses increased by $5.4 million, or 58%, to $14.5 million for the three months ended September 30, 2026 from $9.2 million for the three months ended September 30, 2025. The increase was primarily attributable to $3.2 million of higher headcount and related expenses, as well as an increase of $1.7 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 $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.

Current wording

Truck and freight operations expenses increased by $4.9 million, or 74%, to $11.5 million for the three months ended September 30, 2026 from $6.6 million for the three months ended September 30, 2025. The increase was primarily attributable to an increase of $3.1 million in infrastructure costs and $2.2 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 $0.4 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.

Current wording

Sales and marketing expenses increased by $0.4 million, or 27%, to $1.9 million for the three months ended September 30, 2026 from $1.5 million for the three months ended September 30, 2025. The increase was primarily attributable to $0.3 million in higher headcount-related expenses and $0.1 million in higher marketing expenses.

Previous wording

Revenues increased by $3.4 million, or 170%, to $5.3 million for the six months ended June 30, 2026, from $2.0 million for the six months ended June 30, 2025. The increase was primarily attributed to a $3.0 million increase in DaaS revenue and $0.3 million from ground autonomy solutions.

Current wording

Revenues increased by $5.6 million, or 202%, to $8.3 million for the nine months ended September 30, 2026, from $2.7 million for the nine months ended September 30, 2025. The increase was primarily attributed to a $4.6 million increase in DaaS revenue and $0.8 million from ground autonomy solutions.

Previous wording

Research and development expenses increased by $17.9 million, or 80%, to $40.3 million for the six months ended June 30, 2026 from $22.4 million for the six months ended June 30, 2025. The increase was primarily attributable to $10.5 million of higher headcount-related expenses, an increased investment of $4.7 million in software and other tools to support our artificial intelligence and machine learning initiatives, and an increased investment of $3.0 million in hardware and development related to our long-haul operations.

Current wording

Research and development expenses increased by $29.9 million, or 83%, to $65.7 million for the nine months ended September 30, 2026 from $35.8 million for the nine months ended September 30, 2025. The increase was primarily attributable to $16.5 million of higher headcount and related expenses to support our autonomous technology development, an increased investment of $7.6 million in software and other tools to support our artificial intelligence and machine learning initiatives, and an increased investment of $5.5 million in hardware and development related to our long-haul operations.

Previous wording

General and administrative expenses increased by $12.6 million, or 102%, to $24.9 million for the six months ended June 30, 2026 from $12.3 million for the six months ended June 30, 2025. The increase was primarily attributable to $8.9 million of higher headcount-related expenses, as well as an increase of $3.1 million in costs incurred for legal, accounting, and other services, associated with operating as a public company.

Current wording

General and administrative expenses increased by $17.9 million, or 84%, to $39.4 million for the nine months ended September 30, 2026 from $21.5 million for the nine months ended September 30, 2025. The increase was primarily attributable to $12.1 million of higher headcount and related expenses, as well as an increase of $4.7 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 $9.5 million, or 100%, to $19.0 million for the six months ended June 30, 2026 from $9.5 million for the six months ended June 30, 2025. The increase was primarily attributable to an increase of $4.8 million in infrastructure costs and $4.3 million in higher headcount-related expenses, both driven by efforts to support DaaS operations and development related to our long-haul operations.

Current wording

Truck and freight operations expenses increased by $14.4 million, or 89%, to $30.5 million for the nine months ended September 30, 2026 from $16.1 million for the nine months ended September 30, 2025. The increase was primarily attributable to an increase of $7.9 million in infrastructure costs and $6.6 million in higher headcount-related expenses, both driven by efforts to support DaaS operations and development related to our long-haul operations.

Previous 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.

Current wording

For the nine months ended September 30, 2026, we incurred a $131.9 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.

Previous 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.

Current wording

As of September 30, 2026, we had cash and cash equivalents and marketable securities totaling $113.6 million, and short-term debt obligations totaling $13.3 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

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.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2026 was $98.8 million and consisted of a $170.4 million change in non-cash adjustments, partially offset by net income of $66.4 million and a $5.2 million change in our operating assets and liabilities. Non-cash adjustments primarily consisted of a $201.2 million change in the fair value of common stock warrants and a $1.1 million accretion of discount on marketable securities, partially offset by $21.2 million in stock-based compensation, $4.9 million in depreciation and amortization, $2.0 million in transaction costs allocated to common stock warrants, a $1.8 million change in fair value of second lien loans, and $1.6 million in non-cash lease expense. The change in our operating assets and liabilities was primarily due to a $6.4 million net increase in our accounts payable, accrued expenses and other current liabilities, and other liabilities, as well as a $0.6 million decrease in our accounts receivable, both driven primarily by the timing of payments. These activities were partially offset by a $1.6 million decrease in operating lease liabilities.

Previous 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.

Current wording

$190.1 million in the change in fair value of SAFEs, $23.9 million in the change in fair value of second lien loans, $10.1 million in stock-based compensation, $7.3 million in the change in fair value of redeemable convertible preferred stock warrant liabilities, $3.2 million of transaction costs allocated to warrant liabilities, $2.1 million in depreciation and amortization, and $1.4 million in non-cash lease expense. The change in our operating assets and liabilities was primarily due to a $4.8 million decrease in our accounts payable and accrued expenses and other current liabilities due to the timing of payments and a $2.6 million increase in our prepaid expenses and other current assets primarily due to the timing of payments, and $1.4 million decrease in operating lease liabilities, partially offset by a $0.6 million decrease in accounts receivable primarily related to our contract with Atlas.

Previous 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.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 was $23.5 million and primarily consisted of $104.2 million in purchases of marketable securities and $12.2 million in purchases of property and equipment. These activities were partially offset by $92.3 million in proceeds from maturities of marketable securities.

Previous 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.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2025 was $11.9 million and related to purchases of property and equipment.

Previous 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.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2026 was $102.5 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 $2.0 million in proceeds from the exercise of stock options, partially offset by $5.5 million in payments of offering costs in connection with the private placement and $1.2 million for the repayment of debt obligations.

Previous 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.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2025 was $211.6 million and consisted of $145.0 million in proceeds from the Series A Preferred Stock, $43.9 million in proceeds from the issuance of second lien loans, $26.2 million in proceeds from the reverse recapitalization, net of transaction costs, $23.7 million in proceeds from the issuance of SAFEs, and $1.2 million from exercise of stock options, partially offset by $16.6 million in payments for deferred offering costs and $11.8 million for the repayment of debt obligations.

Previous 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.

Current wording

As of September 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 bears interest that is capitalized and included in the principal balance due at maturity. Subsequent to September 30, 2026, we entered into an amendment to the Second Lien Loan and Security Agreement to extend the contractual maturity date from October 1, 2026 to June 1, 2027, modify the mandatory prepayment provisions and conversion mechanics, and make conforming changes to align certain provisions with the 2025 Credit Facility.

Previous 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.

Current wording

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

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 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.

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 September 30, 2026, the total undiscounted future lease payments under our operating leases were $6.3 million, of which $2.7 million are due within one year.

Previous 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.

Current wording

We may enter into purchase commitments with our service providers. As of September 30, 2026, the total purchase commitments under such vendor agreements were $31.6 million, of which $13.6 million are due within one year.

Previous wording

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to continue to take advantage of the benefits of this extended transition period.

Current wording

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to continue to take advantage of the benefits of this extended transition period until we cease to be an emerging growth company.