Kodiak AI reports $27.41 million net income for Q3 2026

Item 6.

Exhibits

79

Signatures

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties.¹ Such forward-looking statements may include our or our management teams' expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "potential," "project," "seek," "should," "will," "would" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report may include, for example, statements about:

• our operational and product roadmap, and our ability to produce and deploy the Kodiak Driver at scale;

• the regulatory landscape for the Kodiak Driver and complexities with compliance related to such landscape, including with respect to recent changes in tariffs and trade policy;

• the evolution of our business model over time;

• developments relating to our competitors and industry;

• our ability to successfully collaborate with business partners, suppliers, and customers;

• our expectations regarding our ability to obtain, maintain, protect and enforce our intellectual property rights;

• our future capital requirements and sources and uses of cash;

• our expectations regarding our cash runway and ability to continue as a going concern;

• our ability to raise additional capital through future debt or equity offerings and any associated dilution or restrictive covenants;

• our expectations regarding the ongoing implementation of our enterprise resource planning system and any effect on our internal control over financial reporting;

• our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

• our expectations regarding expansion plans and opportunities, including into international markets;

• the potential liquidity and trading of our public securities;

• the ongoing effects of current and future global economic conditions;

• any changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; and

• expectations regarding our status as an emerging growth company under the JOBS Act.

These forward-looking statements are based on information available as of the date of this Quarterly Report and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties.²

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Except as required under applicable securities laws, neither we nor our affiliates have any obligation and specifically disclaim any such obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by investors as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report.

We operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Some factors that could cause actual results to differ include:

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• significant risks and uncertainties associated with rapidly evolving autonomous vehicle ("AV") technology;

• our limited operating history, including our net losses and undemonstrated ability to achieve profitability;⁵

• our ability to execute our Driver-as-a-Service or DaaS business model, including maintaining, retaining and expanding customer relationships and scaling production and commercial deliveries on expected timelines;

• any flaws or errors in our solutions or flaws in or misuse of AV technology in general;

• the risk of significant injury, including fatalities, presented by AV technology;

• the effects of competition on our business;

• risks related to working with third-party suppliers, OEMs, upfitters, service providers and partners for key components of the Kodiak Driver, including supply shortages, lead times, and operational design domain ("ODD") expansion;

• our dependence on a limited number of customers, including Atlas and defense customers, for a significant portion of our revenue;

• our reliance on the experience and expertise of our management team, engineers and other key employees;

• our ability to establish, maintain, protect or enforce our technology and intellectual property rights and defend intellectual property infringement claims from others;

• changes in the regulatory environment, including changes to tariff and trade policies;

• risks related to general business and economic conditions, including those related to the long-haul trucking, industrial trucking, oil and gas and defense ecosystems;

• real or perceived inaccuracies in our assumptions and estimates to calculate certain metrics;

• our ability to raise capital in the future and our ability to manage

Item 1. Financial Statements

Kodiak AI, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except par values; unaudited)

September 30,

2026 December 31,

2025

Assets

Current assets:

Prepaid expenses and other current assets 5,788 4,464

Operating lease right-of-use assets 4,890 5,261

Liabilities, redeemable convertible preferred stock and stockholders' deficit

Current liabilities:

Accounts payable $ 272 $ 1,455

Accrued expenses and other current liabilities 18,099 11,354

Debt, net of current portion 29,410 29,878

Commitments and contingencies (Note 9)

Redeemable convertible preferred stock

Stockholders' deficit

Accumulated other comprehensive (loss) income ( 108 ) 22

Total liabilities, redeemable convertible preferred stock and stockholders' deficit $ 158,504 $ 159,407

________________________

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.

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Kodiak AI, Inc.

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(In thousands, except per share amounts; unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

Loss on issuance of equity instruments — ( 210,722 ) — ( 210,722 )

Change in fair value of common stock warrants 78,213 — 201,151 —

Change in fair value of second lien loans ( 607 ) ( 21,784 ) ( 1,760 ) ( 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 ) — ( 7,272 )

Unrealized (losses) gains on marketable securities, net of tax 10 — ( 130 ) —

Weighted-average common shares outstanding, diluted

227,558 69,405 188,085 62,978

The accompanying notes are an integral part of these condensed consolidated financial statements.

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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

Accumulated Other Comprehensive (Loss) Income Total

Stockholders'

Deficit

Shares Amount Shares Amount

Issuance of common stock upon settlement of restricted stock units — — 192 — — — — —

Stock-based compensation — — — — 8,878 — —