0001193125-26-102671 | POS AM | XBRL Viewer

Print Document

Stock-based Compensation - Schedule of RSUs activity under the Company's equity incentive plan (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Schedule Of Unvested Restricted Stock Units Roll Forward [Line Items]
Number of RSUs Outstanding, Beginning \| shares	0
Number of RSUs Granted \| shares	2,624
Number of RSUs Vested \| shares	0
Number of RSUs Forfeited \| shares	(2)
Number of RSUs Outstanding, Ending \| shares	2,622
Weighted–Average Grant-Date Fair Value Outstanding, Beginning \| $ / shares	$ 0
Weighted–Average Grant-Date Fair Value Granted \| $ / shares	5.91
Weighted–Average Grant-Date Fair Value Vested \| $ / shares	0
Weighted–Average Grant-Date Fair Value Forfeited \| $ / shares	5.91
Weighted–Average Grant-Date Fair Value Outstanding, Ending \| $ / shares	$ 5.91

Reverse Recapitalization - Schedule Of Common Stock Issued And Outstanding (Details) - shares shares in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Common Stock Issued And Outstanding [Line Items]
Common stock outstanding	175,440	58,057
Common Stock [Member]
Schedule Of Common Stock Issued And Outstanding [Line Items]
Common stock outstanding	175,440	58,057	57,776	57,205
AACT Public Shares [Member] \| Common Stock [Member]
Schedule Of Common Stock Issued And Outstanding [Line Items]
Common stock outstanding	49,360
Less: redemptions of AACT public shares	(43,867)
AACT public shares, net of redemptions	5,493
Legacy Kodiak Shares [Member] \| Common Stock [Member]
Schedule Of Common Stock Issued And Outstanding [Line Items]
Common stock outstanding	161,754
NRA Shares [Member] \| Common Stock [Member]
Schedule Of Common Stock Issued And Outstanding [Line Items]
Common stock outstanding	368
Legacy Kodiak Advisor [Member] \| Common Stock [Member]
Schedule Of Common Stock Issued And Outstanding [Line Items]
Common stock outstanding	1,092
AACT Shares [Member] \| Common Stock [Member]
Schedule Of Common Stock Issued And Outstanding [Line Items]
Common stock outstanding	11,743
Kodiak Shares [Member] \| Common Stock [Member]
Schedule Of Common Stock Issued And Outstanding [Line Items]
Common stock outstanding	174,957
AACT Sponsor Shares [Member] \| Common Stock [Member]
Schedule Of Common Stock Issued And Outstanding [Line Items]
Common stock outstanding	6,250

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies

Basis of Presentation

The accompanying 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 annual financial reporting.

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 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.

Risk and Uncertainties

The Company has devoted most of its time and resources to developing its proprietary autonomous vehicle technology and first deployed the Kodiak Driver in a customer-owned vehicle in December 2024. The Company’s business and operations may be impacted by general business and economic conditions worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy, including uncertainty around tariffs. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company competes with companies that possess significant financial resources and well-established development, marketing, and sales capabilities. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology.

Segment Reporting

The Company manages its operations as one operating and reportable segment. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, manages the Company’s operations on a consolidated

basis for the purposes of allocating resources and evaluating financial performance. The

CODM

reviews significant segment expenses based on functional line items as disclosed in the consolidated statements of operations and comprehensive loss.

Cash and Cash Equivalents

Cash and cash equivalents are cash deposits and highly liquid investments, such as money market funds and U.S. Treasury securities, that are readily convertible to known amounts of cash and are subject to insignificant risk of change including due to interest rate, quoted price, or penalty of withdrawal. Marketable securities with an original maturity of 90 days or less when purchased are considered to be cash equivalents.

Restricted Cash

Restricted cash consists of funds that are contractually restricted as to usage or withdrawal, typically due to the Company’s operating lease agreements. Restricted cash, which is unavailable for a period longer than one year from the balance sheet date, is classified as a noncurrent asset. Otherwise, restricted cash is included in other current assets in the consolidated balance sheets.

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 December 31, 2025 and 2024, the Company’s balance of accounts receivable was $0.9 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:


	December 31,
	2025			2024
Customer A		—	%		78	%
Customer B		89	%		—	%

Customers representing 10% or more of the Company’s revenue for the years ended December 31, 2025, 2024 and 2023 were as follows:


	Year Ended December 31,
	2025			2024			2023
Customer A		26	%		89	%		89	%
Customer B		46	%		—	%		—	%

Marketable Securities

The Company invests its excess cash in marketable debt securities with high credit ratings, including money market funds and securities issued by the U.S. government and its agencies that are accounted for as

available-for-sale

and carried at fair value. The Company classifies its marketable securities as current assets, including those with maturities beyond 12 months, as the Company’s intention is to use the proceeds from sales of its securities to fund its operations. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in

interest income and other, net

in the consolidated statements of operations and comprehensive loss. Unrealized gains or losses, net of taxes, if any, are included in

accumulated other comprehensive income

in the consolidated balance sheets and in

unrealized gains (losses) on marketable securities

in the consolidated statements of operations and comprehensive loss. Realized gains and losses on marketable securities, if any, are included in

interest income and other, net

. The cost of securities sold is determined based on the trade date using the specific identification method.

The Company periodically assesses its marketable debt securities for impairment. For debt securities in an unrealized loss position, this assessment first considers the Company’s intent to sell, or whether it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value within

interest income and other, net

. For debt securities in an unrealized loss position that do not meet the aforementioned criteria, the Company assesses whether the decline in fair value has resulted from credit losses or other factors. If a credit loss exists, an allowance for credit losses is recorded within

interest income and other, net

to the extent the fair value is less than the amortized cost basis. No impairment losses have been recognized on marketable securities in the periods presented.

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 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.

Accounts Receivable

Accounts receivable are unsecured assets where the Company has unconditional rights to consideration and are recorded at the invoiced amount net of any allowance for credit losses. The Company provides an allowance for expected credit losses based upon the Company’s estimate of collectability of the accounts receivable balances by considering factors such as contractual pay

nt terms, historical experience, credit quality, the age of the account receivable balances, and current economic conditions that may affect a customer’s ability to pay. As of December 31, 2025 and 2024, there was no allowance for expected credit losses.

Property and Equipment, Net

Property and equipment, net is stat

ed a

t cost less accumulated depreciation. Equipment and hardware primarily consist of autonomous vehicle hardware. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets, as follows:


	Useful life
Leasehold improvements		Shorter of remaining useful life or lease term
Vehicles		5 years
Technology infrastructure		3 years
Equipment and hardware		3 - 5 years
Other		3 - 5 years

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, including property and equipment and operating le

ase

right-of-use

assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. The company did not record any impairment of long-lived assets as of and for the years ended December 31, 2025, 2024, and 2023.

Leases

The Company determines if an arrangement is or contains a lease at inception by assessing whether it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. To date, all of the Company’s leases have been determined to be operating leases. Operating lease liabilities are recognized at the present value of the future lease payments over the expected remaining lease term at the lease commencement date. As the implicit rate in the Company’s lease is generally not readily determinable, the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease

right-of-use

(“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Certain leases also include options to renew or terminate the lease at the election of the Company. The Company evaluates these options at lease inception and on an ongoing basis. Renewal and termination options that the Company is reasonably certain to exercise are included when classifying leases and measuring lease liabilities and ROU assets. Operating lease expense is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and

non-lease

components, which the Company has elected to account for as a single lease component. The Company has elected to not record leases on the consolidated balance sheets that, at the lease commencement date, have a lease term of 12 months or less.

Warrants and Earn Out Securities

The Company classifies contracts in its 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 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.

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 as of the end of each subsequent reporting period. Changes in estimated fair value were recognized as a component of

other (expenses) income

in the Company’s consolidated statements of operations and comprehensive loss until either their settlement in connection with the reverse recapitalization, or the end of the reporting period for any loans that remain outstanding.

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 consolidated statements of operations and comprehensive loss until settlement in connection with the reverse recapitalization.

Redeemable Convertible Preferred Stock

The Company classifies its redeemable convertible preferred stock as temporary or mezzanine equity because events triggering liquidation are not solely within the control of the Company. For preferred stock that is probable of becoming redeemable, the Company has elected to recognize changes in redemption value as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period to the extent the redemption value exceeds the initial carrying amount.

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. military 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 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.

Research and Development

Research and development costs are expensed as incurred, and consist primarily of personnel costs, hardware and electrical engineering prototyping, cloud computing and storage, third-party software licenses (including simulation), data labeling, and third-party design services.

General and Administrative

General and administrative costs consist primarily of personnel costs, facilities rent, insurance, professional services (including external accounting and legal advisors), and other general and administrative costs.

Truck and Freight Operations

Truck and freight operations costs consist primarily of personnel costs, truck-related operational costs and DaaS operational infrastructure costs, including remote

and on-site support

and the depreciation of deployed Kodiak Driver hardware.

Sales and Marketing

Sales and marketing costs consist primarily of personnel costs and sales-related, branding and public relations activities. Advertising costs were $0.2 million, $0.4 million and $0.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Software Development Costs

Development costs incurred in the research and development of new software products are expensed as incurred until technological feasibility of the product has been established. Software development costs incurred after technological feasibility has been established are capitalized up to the time the product is available for general release to customers. For the years ended December 31, 2025, 2024, and 2023, no amounts were capitalized.

Stock-based Compensation

The Company’s stock-based compensation relates to stock-based awards granted to employees and other service providers pursuant to its equity incentive plans. The Company recognizes the cost of stock-based awards based on the estimated grant-date fair value of the awards. Forfeitures are accounted for as they occur. For stock-based awards with service-only vesting conditions (including stock options and restricted stock units (“RSUs”)), expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award of approximately four years. RSUs are measured based on the fair value of the Company’s publicly traded common stock. Stock options with service-only vesting conditions are measured by estimating their grant-date fair value using the Black-Scholes option-pricing model, which utilizes inputs and assumptions that involve certain subjective judgment, including:

•

Fair Value of Common Stock

– Prior to the Merger, there had been no public market for the Company’s common stock. Therefore, management and/or the board of directors had historically determined the fair market value of the Company’s common stock at the time of grant by considering a number of objective and subjective factors, including valuations of comparable companies, sales of redeemable convertible preferred stock to unrelated third parties, operating and financial performance, lack of liquidity of capital stock and general and industry-specific economic outlook, among other factors.

•

Expected Term

– The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method. The simplified method calculates the expected term as the average of the

time-to-vesting

and the contractual life of the award.

•

Expected Volatility

– As there is limited trading history for the Company’s common stock, expected volatility is determined based on the average volatility of comparable publicly traded companies over a period equal to the expected term assumption. Comparable companies are chosen based on their similar size, stage in the life cycle or industry.

•

Risk-Free Interest Rate

– The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of award.

•

Expected Dividend

– The expected dividend yield assumption is zero as the Company has never paid and has no plans to pay dividends on the Company’s common stock in the foreseeable future.

Income Taxes

The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the carrying values of assets and liabilities for financial reporting purposes and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when necessary to reduce net tax assets to an amount that is more likely than not to be realized. The Company recognizes the benefits of

tax-return

positions in the financial statements when they are “more likely than not” to be sustained by the taxing authority, based on the technical merits at the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which

may not accurately forecast actual outcomes. The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as a component of income taxes.

Basic and Diluted Net Loss Per Common Share

Basic and diluted net loss per common share is calculated by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Contingently issuable shares, including shares that are issuable for little or no cash consideration, are considered outstanding common shares and included in the calculation of basic and diluted net loss per share, even if they are antidilutive. Such shares include common stock warrants with a nominal exercise price.

Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the

if-converted

method based on the nature of such securities. As the Company reported a net loss for the periods presented, diluted net loss per common share was the same as basic net loss per common share because the effects of potentially dilutive common stock equivalents were antidilutive.

Comprehensive Loss

Comprehensive loss represents the change in the Company’s stockholders’ deficit from all sources other than investments by or distributions to stockholders. The Company’s comprehensive loss is comprised of net loss and changes in unrealized gains or losses on marketable securities.

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 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, on a prospective basis (see Note 16). The adoption did not have a material impact on the consolidated financial statements and related 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 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.

In December 2025, the FASB issued ASU

No. 2025-12,

Codification Improvements

(“ASU

2025-12”),

which addresses a broad range of topics to clarify, correct errors, and make minor improvements to the Codification, including a clarification that potential common shares must be included in the diluted earnings per share computation if the combined effect of numerator and denominator adjustments is dilutive, even if a loss from continuing operations exists. ASU

2025-12

is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods, with early adoption permitted on an

issue-by-issue

basis. While the amendments for earnings per share must be applied retrospectively, other improvements may be applied either prospectively or retrospectively. The Company is evaluating the adoption timing and the impact ASU

2025-12

will have on its financial statements and related disclosures.

Description of Business

12 Months Ended

Dec. 31, 2025

Description of Business

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 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 December 31, 2025, had an accumulated deficit of $853.7 million. As of December 31, 2025, the Company had cash and cash equivalents and marketable securities totaling $120.7 million, and short-term debt obligations totaled $11.9 million consisting of current portion of debt and second lien loans. 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, including in the near term in the form of issuing equity and equity-linked securities and incurring additional indebtedness. 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 consolidated financial statements. The Company’s current cash and cash equivalents and marketable securities are expected to fund the

Net Loss Per Common Share (Details) - shares	Dec. 31, 2025	Dec. 31, 2024
Common stock, issued (in shares)	175,440,000	58,057,000
Earn Out Securities [Member]
Common stock, issued (in shares)	74,998,317
Sponsor Earn Out Securities [Member]
Common stock, issued (in shares)	6,250,000

Warrant Liabilities (Details)	Dec. 31, 2025 shares
Redeemable Convertible Preferred Stock Warrants [Member]
Convertible preferred stock, shares issued upon conversion	614,799
Purchase of common stock	558,559
PIPE Warrants [Member]
Class of Warrant Or Right, VolumeWeighted Average Price, Period	45 days

Stock-based Compensation - Schedule of stock option activity under the Company's equity incentive plan (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of Options Outstanding, Beginning \| shares	49,157
Number of Options Granted \| shares	11,305
Number of Options Exercised \| shares	(2,558)
Number of Options Forfeited \| shares	(1,958)
Number of Options Expired \| shares	(508)
Number of Options Outstanding, Ending \| shares	55,438
Number of Options Exercisable \| shares	34,480
Weighted–Average Exercise Price Outstanding, Beginning \| $ / shares	$ 0.6
Weighted–Average Exercise Price Granted \| $ / shares	7.1
Weighted–Average Exercise Price Exercised \| $ / shares	0.56
Weighted–Average Exercise Price Forfeited \| $ / shares	1.32
Weighted–Average Exercise Price Expired \| $ / shares	0.61
Weighted–Average Exercise Price Outstanding, Ending \| $ / shares	1.9
Weighted–Average Exercise Price Exercisable \| $ / shares	$ 0.74
Weighted- Average Remaining Contractual Life Outstanding	7 years
Weighted- Average Remaining Contractual Life Exercisable	6 years
Aggregate Intrinsic Value Outstanding \| $	$ 500,376
Aggregate Intrinsic Value Exercisable \| $	$ 351,119

Income Taxes - Schedule of Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Current Federal, State and Local, Tax Expense (Benefit) [Abstract]
Current Federal	$ 0	$ 0	$ 0
Current State	3	1	9
Current Total	3	1	9
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]
Deferred Federal	0	0	0
Deferred State	0	0	0
Deferred Total	0	0	0
Income taxes	$ 3	$ 1	$ 9

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-4

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-21

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Cash Equivalents - Schedule of Summarize the Amortized Cost and Fair Value of the Company's Cash Equivalents (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Cash and Cash Equivalents [Line Items]
Money Market Funds At Amortized Cost	$ 33,320	$ 9,439
Cash Equivalents At Amortized Cost	33,320	9,439
Money Market Funds, at Carrying Value	33,320	9,439
Cash Equivalents, at Carrying Value	33,320	$ 9,439
Marketable Securities At Amortized Cost	69,886,000
Marketable Securities Unrealized Gain Gross	22,000
Marketable Securities	69,908,000
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Marketable Securities At Amortized Cost	69,886,000
Marketable Securities Unrealized Gain Gross	22,000
Marketable Securities	$ 69,908,000

Debt

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

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 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 9), 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 5), 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 December 31, 2025, with a fair value of $10.9 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 applicable to the second lien loans was 16.50% as of December 31, 2025. The Company was in compliance with its covenants as of December 31, 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 December 31, 2025.

2025 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, which was drawn in full upon execution. The 2022 Credit Facility was amended in June 2024 to revise the repayment schedule and delay principal payments by five months, which was accounted for as a modification. The 2022 Credit Facility was further amended in February 2025 to permit the transaction as contemplated by the BCA (see Note 1) and in September 2025 to make certain conforming changes to account for the closing of the Merger and provide for a post-closing period for the joinder of the Company as a

co-borrower

under the 2022 Credit Facility.

In December 2025, the 2022 Credit Facility was amended pursuant to which the Company increased the amount available to be borrowed and extended the maturity date (the “2025 Credit Facility”), which was accounted for as a modification. The 2025 Credit Facility provided for borrowings in secured term loans up to an aggregate principal amount of $30.0 million, which was drawn in full upon execution. The proceeds (i) were used to repay the then outstanding principal balance of $15.0 million and the final repayment fee of $1.2 million under the 2022 Credit Facility and (ii) will be used for working capital and general corporate purposes. Borrowings under the 2025 Credit Facility are secured by substantially all of the assets of the Company, including the Company’s intellectual property, subject to certain customary exceptions. The 2025 Credit Facility contains customary covenants and customary events of default. The Company was in compliance with its covenants as of December 31, 2025.

Borrowings under the 2025 Credit Facility mature in January 2030 and provide for interest-only payments from February 1, 2026 to July 1, 2028. Consecutive payments of principal and interest are due beginning on August 1,

2028 once the interest-only period elapses. The 2025 Credit Facility bears interest that is payable monthly at 3.50% plus the greater of (i) 6.50% and (ii) the prime rate. The interest rate under the 2025 Credit Facility was 10.25% as of closing and as of December 31, 2025. In addition, a final 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 balance of the debt subject to a prepayment fee ranging from 1.0% to 2.0% depending on the timing of such repayments.

Total debt issuance costs related to the 2025 Credit Facility of $0.8 million were recorded as a debt discount, which included $0.5 million for the fair value of

45,906

shares of common stock issued to the lender concurrently with the execution of the 2025 Credit Facility and a commitment fee of $0.3 million. The debt discount, together with the final payment fee and $

0.1

million of unamortized debt issuance costs related to the 2022 Credit Facility is recognized as interest expense using the effective interest method over the term of the loan.

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 December 31, 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 December 31, 2025, and December 31, 2024, the aggregate principal amount outstanding was $

1.9

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 December 31, 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
2026	$	10,000		$	1,067		$	11,067
2027		—			808			808
2028		—			8,378			8,378
2029		—			20,000			20,000
2030		—			2,867			2,867

Total principal debt payments and final payment fee		10,000			33,120			43,120
Less: unamortized debt discount		—			(978	)		(978	)
Less: unamortized final payment fee		—			(1,199	)		(1,199	)

Less: Debt, current portion		(10,000	)		(1,065	)		(11,065	)

Debt, net of current portion	$	—		$	29,878		$	29,878

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Segment Information

12 Months Ended

Dec. 31, 2025

Segment Information

18.

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 C

ompany’s consolidated statements of operations and comprehensive loss. The Company’s long-lived assets are located in the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 11: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 12: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 14: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/280/tableOfContent

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Schedule of company's financial assets and liabilities measured at fair value

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):


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	33,320	$	—	$	—	$	33,320
U.S. Treasury securities		—		69,908		—		69,908

Total assets measured at fair value	$	33,320	$	69,908	$	—	$	103,228

Liabilities
Common stock warrants
PIPE Warrants	$	—	$	—	$	110,881	$	110,881
NRA Warrants		—		—		47,465		47,465
Second lien loan		—		—		10,872		10,872

Total liabilities measured at fair value	$	—	$	—	$	169,218	$	169,218


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
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

Schedule of changes in the estimated fair values

The following table summarizes changes in the estimated fair values of these liabilities (in thousands):


	PIPE Warrants		Non-Redemption Warrants		Second Lien Loans			SAFE			Legacy Kodiak Redeemable Convertible Preferred Stock Warrants
Balance as of December 31, 2023	$	—	$	—	$	—		$	10,000		$	2,045
Issuance during the year		—		—		—			45,192			—
Fair value remeasurement		—		—		—			4,109			(426	)

Balance as of December 31, 2024		—		—		—			59,301			1,619
Issuance during the year		86,359		36,968		43,865			23,660			—
Exchange of SAFE for second lien loan		—		—		10,000			(10,000	)		—
Reclassification of Assumed Kodiak Warrants		—		—		—			—			(3,842	)
Fair value remeasurement		24,522		10,497		24,387			190,075			7,272
Settlement via conversion or exercise		—		—		(67,380	)		(263,036	)		(5,049	)

Balance as of December 31, 2025	$	110,881	$	47,465	$	10,872		$	—		$	—

Summary Of Significant Accounting Policies - Schedule of Property Plant and Equipment Useful life (Detail)	Dec. 31, 2025
Vehicles
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Technology infrastructure
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Equipment and hardware \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Equipment and hardware \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Other \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Other \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years

Warrant Liabilities (Tables)

12 Months Ended

Dec. 31, 2025

Warrant Liabilities [Abstract]

Schedule of redeemable convertible preferred stock warrant liabilities

As of December 31, 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

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table summarizes the computation of basic and diluted net loss per common share (in thousands, except per share amounts):


	Year Ended December 31,
	2025			2024			2023
Numerator
Net loss	$	(585,525	)	$	(69,459	)	$	(56,945	)

Denominator
Weighted-average common shares outstanding, basic and diluted		91,225			58,410			57,932

Net loss per common share, basic and diluted	$	(6.42	)	$	(1.19	)	$	(0.98	)

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):


	Year Ended December 31,
	2025		2024		2023
Common stock warrants		65,226		310		476
Common stock options		55,438		49,157		42,630
Redeemable convertible preferred stock		14,597		62,240		62,240
Redeemable convertible preferred stock warrants		—		1,305		1,305

Total		135,261		113,012		106,651

Stockholders' Deficit (Tables)

12 Months Ended

Dec. 31, 2025

Stockholders' Equity Note [Abstract]

Schedule of Common Stock Reserved For Future Issuance

Common stock reserved for future issuance as of December 31, 2025 was as follows (in thousands).


	December 31, 2025
Earn Out Securities		74,998
Common stock warrants 1		65,226
Outstanding stock options		55,438
Shares available for issuance under equity incentive plan		25,709
Cumulative redeemable convertible preferred stock 2		14,597
Shares available for issuance under the ESPP		5,639

Total		241,607

1	Common stock warrants include both equity-classified and liability-classified warrants (see Note 11).

2	Includes shares issuable for accrued interest paid-in-kind (see Note 12).

Schedule of Common Stock Warrants

As of December 31, 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		24,991	$	9.28		9/24/2030
Private Placement Warrants		14,300	$	9.28		9/24/2030
Assumed Kodiak Warrants		559	$	2.24		12/31/2028, 6/30/2031

Total outstanding		39,850

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2025

Temporary Equity Disclosure [Abstract]

Schedule Of Redeemable Convertible Preferred Stock

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

Income Taxes - Schedule of net deferred tax assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 76,818	$ 47,448
Accrued expenses and other current liabilities	1,426	1,666
Charitable contributions	19	22
Depreciation and amortization	886	930
Stock-based compensation	1,785	233
Operating lease liabilities	1,292	2,136
Capitalized research and development expense	8,687	12,920
Section 195 capitalization	262	369
Research and development credits	15,804	12,076
Total deferred tax assets	106,979	77,800
Less: valuation allowance	(105,744)	(75,737)
Total deferred tax assets, net of valuation allowance	1,235	2,063
Components of Deferred Tax Liabilities [Abstract]
Operating lease right-of-use assets	(1,236)	(2,064)
Other	1	1
Total deferred tax liabilities	(1,235)	(2,063)
Net deferred tax assets	$ 0	$ 0

Reverse Recapitalization

12 Months Ended

Dec. 31, 2025

Disclosure of Reverse Recapitalization [Abstract]

Disclosure of Reverse Recapitalization [Text Block]

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:

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;

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 was treated as the acquired company and the Merger was treated as the equivalent of Legacy Kodiak issuing shares for the net assets of AACT, 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 12).

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 11) 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 equity instruments

in the consolidated statements of operations and comprehensive loss for the year ended December 31, 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 13).

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 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 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 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:

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 December 31, 2025, the Company had not met any of the triggering events.

Debt (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule of Company's future minimum principal payments under its debt arrangements

As of December 31, 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
2026	$	10,000		$	1,067		$	11,067
2027		—			808			808
2028		—			8,378			8,378
2029		—			20,000			20,000
2030		—			2,867			2,867

Total principal debt payments and final payment fee		10,000			33,120			43,120
Less: unamortized debt discount		—			(978	)		(978	)
Less: unamortized final payment fee		—			(1,199	)		(1,199	)

Less: Debt, current portion		(10,000	)		(1,065	)		(11,065	)

Debt, net of current portion	$	—		$	29,878		$	29,878

Description of Business (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Class of Stock [Line Items]
Cash and cash equivalents and marketable securities	$ 120,700
Accumulated deficit	(853,669)	$ (268,144)
Short-term debt obligations	$ 11,900

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479857/480-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Reverse Recapitalization - Additional information (Details)					12 Months Ended
	Sep. 30, 2025 $ / shares shares	Sep. 24, 2025 USD ($) $ / shares shares	Sep. 22, 2025 USD ($) $ / shares shares	Sep. 15, 2025 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) $ / shares shares	Oct. 24, 2025 $ / shares	Oct. 21, 2025 $ / shares	Dec. 31, 2024 $ / shares shares	Dec. 31, 2023 shares	Dec. 31, 2022 shares
Disclosure of Reverse Recapitalization [Line Items]
Business Combination Exchange Ratio \| $ / shares		0.66
Conversion of redeemable convertible preferred stock in connection with reverse recapitalization \| $					$ 170,648,000
Proceeds From Merger Related Financing Activities \| $		$ 171,200,000
Proceeds From Investors \| $		145,000,000
Proceeds From Cash Held In Trust Account \| $		26,200,000
Payments For Transaction Costs \| $		32,000,000
Transaction Costs \| $		3,200,000
Adjustments to Additional Paid in Capital Business Combination Transactional Costs \| $		$ 22,800,000
Exercise Price Per Share \| $ / shares							$ 9.28
Common Stock, Shares, Issued					175,440,000			58,057,000
Common Stock, Shares, Outstanding					175,440,000			58,057,000
Common Stock, Par or Stated Value Per Share \| $ / shares					$ 0.0001			$ 0.0001
Amount Of Fee Payable To Advisor \| $					$ 12,500,000
Reverse Recapitalization Contingent Consideration Stock Price Trading Days Minimum		20 days
Reverse Recapitalization Contingent Consideration Stock Price Consecutive Trading Day Period		30 days
Reverse Recapitalization Contingent Consideration Earn Out Period		4 years
AACT [Member]
Disclosure of Reverse Recapitalization [Line Items]
Intangible Assets, Net (Including Goodwill) \| $		$ 0
Affiliate Of AACT [Member] \| Two Thousand Twenty Five Simple Agreements For Future Equity [Member]
Disclosure of Reverse Recapitalization [Line Items]
SAFE Agreement Amount Exchanged \| $		$ 10,000,000
Common Stock [Member]
Disclosure of Reverse Recapitalization [Line Items]
Conversion of redeemable convertible preferred stock in connection with reverse recapitalization \| $					$ 6,000
Common Stock, Shares, Outstanding					175,440,000			58,057,000	57,776,000	57,205,000
Triggering Event I [Member]
Disclosure of Reverse Recapitalization [Line Items]
Common Stock, Shares, Issued					24,999,439
Triggering Event I [Member] \| Maximum [Member]
Disclosure of Reverse Recapitalization [Line Items]
Sale of Stock, Price Per Share \| $ / shares					$ 18
Triggering Event II [Member]
Disclosure of Reverse Recapitalization [Line Items]
Common Stock, Shares, Issued					24,999,439
Triggering Event II [Member] \| Maximum [Member]
Disclosure of Reverse Recapitalization [Line Items]
Sale of Stock, Price Per Share \| $ / shares					$ 23
Triggering Event III [Member]
Disclosure of Reverse Recapitalization [Line Items]
Common Stock, Shares, Issued					24,999,439
Triggering Event III [Member] \| Maximum [Member]
Disclosure of Reverse Recapitalization [Line Items]
Sale of Stock, Price Per Share \| $ / shares					$ 28
Sponsor Earn Out Securities [Member]
Disclosure of Reverse Recapitalization [Line Items]
Common Stock, Shares, Issued					6,250,000
Common Stock Vested And Outstanding	6,250,000
Common Stock Vesting Condition	6,250,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 18
Earn Out Securities [Member]
Disclosure of Reverse Recapitalization [Line Items]
Common Stock, Shares, Issued					74,998,317
Earn Out Securities [Member] \| Common Stock [Member]
Disclosure of Reverse Recapitalization [Line Items]
Common Stock, Shares, Issued	74,998,317
Ares Acquisition Holdings II LP [Member] \| Sponsor Earn Out Securities [Member]
Disclosure of Reverse Recapitalization [Line Items]
Common Stock, Shares, Outstanding	12,500,000
Conversion of Stock, Shares Converted	12,500,000
Public Warrants [Member]
Disclosure of Reverse Recapitalization [Line Items]
Exercise Price Per Share \| $ / shares					$ 9.28
Conversion of Warrants		24,999,987
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1
Public Warrants [Member] \| Maximum [Member]
Disclosure of Reverse Recapitalization [Line Items]
Sale of Stock, Price Per Share \| $ / shares						$ 18
Private Placement Warrants [Member]
Disclosure of Reverse Recapitalization [Line Items]
Exercise Price Per Share \| $ / shares					$ 9.28
Conversion of Warrants		14,300,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1
Preferred Investors [Member]
Disclosure of Reverse Recapitalization [Line Items]
Sale of Stock, Consideration Received on Transaction \| $				$ 145,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares				$ 0.0001
Percentage of Common Stock Issuable Upon Conversion				125.00%
Exercise Price Per Share \| $ / shares				$ 12
Preferred Stock, Shares Issued				142,155
Warrants Issued				17,769,375
Proceeds from Issuance of Preferred Stock and Preference Stock \| $				$ 145,000,000
Preferred Stock Stated Value Per Share \| $ / shares				$ 1,200
Non Redemption Investors [Member]
Disclosure of Reverse Recapitalization [Line Items]
Exercise Price Per Share \| $ / shares			$ 12
Common Stock, Shares, Issued			7,606,666
Loss on issuance of common stock \| $			$ 3,200,000
Loss on issuance of common stock warrants \| $			$ 37,000,000
Common Class A [Member]
Disclosure of Reverse Recapitalization [Line Items]
Conversion of redeemable convertible preferred stock in connection with reverse recapitalization \| $		$ 5,492,904
Common Class A [Member] \| Non Redemption Investors [Member]
Disclosure of Reverse Recapitalization [Line Items]
Number of Shares Agreed for Non Redemption			3,319,712
Common Stock, Shares, Issued			368,028
Series A Preferred Stock [Member]
Disclosure of Reverse Recapitalization [Line Items]
Reduction of Preferred Stock \| $		$ 6,000,000
Advisor Shares [Member]
Disclosure of Reverse Recapitalization [Line Items]
Common Stock, Shares, Issued					1,091,519

Cash Equivalents and Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2025

Cash and Cash Equivalents [Abstract]

Schedule of summarize the amortized cost and fair value of the Company's cash equivalents

The following tables summarize the amortized cost and fair value of the Company’s cash equivalents and marketable securities by major category for the periods presented (in thousands):


	December 31, 2025
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market funds	$	33,320	$	—	$	—	$	33,320

Total cash equivalents	$	33,320	$	—	$	—	$	33,320

Marketable securities:
U.S. Treasury securities	$	69,886	$	22	$	—	$	69,908

Total marketable securities	$	69,886	$	22	$	—	$	69,908


	December 31, 2024
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market funds	$	9,439	$	—	$	—	$	9,439

Total cash equivalents	$	9,439	$	—	$	—	$	9,439

Commitments And Contingencies - Schedule of contracts to purchase services under which non-cancellable future minimum payments (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2026	$ 3,933
2027	3,033
2028	269
2029	130
Total	$ 7,365

Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) shares
Redeemable Convertible Preferred Stock [Line Items]
Preferred stock, preference stock, and warrants, fair value \| $	$ 315,600	$ 315,600
Loss on temporary equity and warrants \| $	(170,600)
PIPE Warrants [Member]
Redeemable Convertible Preferred Stock [Line Items]
Warrant liability, fair value \| $	86,400	$ 86,400
Preferred Investors [Member]
Redeemable Convertible Preferred Stock [Line Items]
Proceeds from issuance of warrants \| $	$ 145,000
Preferred Investors [Member] \| PIPE Warrants [Member]
Redeemable Convertible Preferred Stock [Line Items]
Warrants issued during period (in shares) \| shares	17,769,375
Series A Redeemable Convertible Preferred Stock [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred Stock, Convertible, Conversion Price \| $ / shares	$ 12	$ 12
Preferred stock, dividend rate, percentage		9.99%
Common stock of convertible conversion share \| shares	5
Temporary equity, fair value \| $	$ 229,200	$ 229,200
Temporary equity, liquidation preference \| $	$ 175,200	$ 175,200
Preferred stock, dividend rate, cash		7.99%
Temporary equity, issued (in shares) \| shares	142,000	142,000	0
Temporary equity, outstanding (in shares) \| shares	142,000	142,000	0
Series A cumulative redeemable convertible preferred stock \| $	$ 223,185	$ 223,185	$ 0
Series A Redeemable Convertible Preferred Stock [Member] \| 46th Trading Day Following 6 Months After Closing Date [Member]
Redeemable Convertible Preferred Stock [Line Items]
Volume-weighted average price, period		45 days
Series A Redeemable Convertible Preferred Stock [Member] \| Prior To First Anniversary [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred stock, convertible, redemption rights percentage	150.00%	150.00%
Series A Redeemable Convertible Preferred Stock [Member] \| First To Second Anniversary [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred stock, convertible, redemption rights percentage	140.00%	140.00%
Series A Redeemable Convertible Preferred Stock [Member] \| Second To Third Anniversary [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred stock, convertible, redemption rights percentage	130.00%	130.00%
Series A Redeemable Convertible Preferred Stock [Member] \| Third To Fourth Anniversary [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred stock, convertible, redemption rights percentage	120.00%	120.00%
Series A Redeemable Convertible Preferred Stock [Member] \| Fourth To Fifth Anniversary [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred stock, convertible, redemption rights percentage	110.00%	110.00%
Series A Redeemable Convertible Preferred Stock [Member] \| After Fifth Anniversary [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred stock, convertible, redemption rights percentage	100.00%	100.00%
Series A Redeemable Convertible Preferred Stock [Member] \| Minimum [Member] \| 46th Trading Day Following 6 Months After Closing Date [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred Stock, Convertible, Conversion Price \| $ / shares	$ 8	$ 8
Series A Redeemable Convertible Preferred Stock [Member] \| Minimum [Member] \| 46th Trading Day Following 9 Months After Closing Date [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred Stock, Convertible, Conversion Price \| $ / shares	$ 6	$ 6
Series A Redeemable Convertible Preferred Stock [Member] \| Measurement Input, Expected Dividend Rate [Member]
Redeemable Convertible Preferred Stock [Line Items]
Temporary equity, measurement input	9.99	9.99
Series A Redeemable Convertible Preferred Stock [Member] \| Measurement Input Redemption Period [Member]
Redeemable Convertible Preferred Stock [Line Items]
Temporary equity, measurement input	5	5
Series A Redeemable Convertible Preferred Stock [Member] \| Measurement Input, Discount Rate [Member]
Redeemable Convertible Preferred Stock [Line Items]
Temporary equity, measurement input	0.25	0.25
Series A Redeemable Convertible Preferred Stock [Member] \| Measurement Input, Price Volatility [Member]
Redeemable Convertible Preferred Stock [Line Items]
Temporary equity, measurement input	0.55	0.55
Series A Redeemable Convertible Preferred Stock [Member] \| Preferred Investors [Member]
Redeemable Convertible Preferred Stock [Line Items]
Series A redeemable convertible preferred stock issued in connection with reverse recapitalization, net (in shares) \| shares	142,155
Redeemable Preferred Stock [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred stock, issued (in shares) \| shares	62,240,390	62,240,390
Redeemable Convertible Preferred Stock [Member]
Redeemable Convertible Preferred Stock [Line Items]
Preferred stock, convertible, conversion ratio	1	1
Temporary equity, issued (in shares) \| shares	0	0	62,240,000
Temporary equity, outstanding (in shares) \| shares	0	0	62,240,000
Series A cumulative redeemable convertible preferred stock \| $	$ 0	$ 0	$ 170,648

Net Loss Per Common Share

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Net Loss Per Common Share

17.	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):


	Year Ended December 31,
	2025			2024			2023
Numerator
Net loss	$	(585,525	)	$	(69,459	)	$	(56,945	)

Denominator
Weighted-average common shares outstanding, basic and diluted		91,225			58,410			57,932

Net loss per common share, basic and diluted	$	(6.42	)	$	(1.19	)	$	(0.98	)


	Year Ended December 31,
	2025		2024		2023
Common stock warrants		65,226		310		476
Common stock options		55,438		49,157		42,630
Redeemable convertible preferred stock		14,597		62,240		62,240
Redeemable convertible preferred stock warrants		—		1,305		1,305

Total		135,261		113,012		106,651

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 December 31, 2025 as the underlying shares remain contingently issuable as the triggering events have not been satisfied (see Note 3).

Excluded from common stock warrants in the anti-dilutive table above as of December 31, 2024 and 2023 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.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Table Text Block Supplement [Abstract]

Schedule of Income Taxes

Income taxes consisted of the following for the periods presented (in thousands):


	Year Ended December 31,
	2025		2024		2023
Current:
Federal	$	—	$	—	$	—
State		3		1		9

Total		3		1		9

Deferred:
Federal		—		—		—
State		—		—		—

Total		—		—		—

Income taxes	$	3	$	1	$	9

Schedule of effective income tax rate reconciliation

The U.S. federal statutory rate is reconciled to the Company’s effective income tax rate for the year ended December 31, 2025 after the adoption of ASU

2023-09

as follows (in thousands):


	Year Ended December 31, 2025
	Amount			Percent
Federal statutory rate, benefit	$	(122,960	)		21.0	%
State income taxes, net of benefit		(14,600	)		2.5	%
R&D credits		(5,119	)		0.9	%
Nontaxable or nondeductible items
Stock-based compensation		110,014			(18.8	)%
Change in unrecognized tax benefits		1,035			(0.2	)%
Other		1,626			(0.3	)%
Change in valuation allowance		30,007			(5.1	)%

Effective tax rate	$	3			—	%

The following table presents the Company’s effective income tax rate reconciliation for the years ended December 31, 2024 and 2023, in accordance with the guidance prior to the adoption of ASU

2023-09

(in thousands):


	Year Ended December 31,
	2024			2023
Federal statutory rate, benefit	$	(14,586	)	$	(11,958	)
State income taxes, net of benefit		(5,318	)		(4,881	)
Nondeductible expenses		35			153
Stock-based compensation		2,566			1,618
Change in valuation allowance		20,366			18,099
R&D credits		(3,084	)		(3,022	)
Other		22			—

Income taxes	$	1		$	9

Schedule of net deferred tax assets

Deferred Income Taxes

The components of net deferred tax assets were as follows for the periods presented (in thousands):


	December 31,
	2025			2024
Deferred tax assets:
Net operating loss carryforwards	$	76,818		$	47,448
Accrued expenses and other current liabilities		1,426			1,666
Charitable contributions		19			22
Depreciation and amortization		886			930
Stock-based compensation		1,785			233
Operating lease liabilities		1,292			2,136
Capitalized research and development expense		8,687			12,920
Section 195 capitalization		262			369
Research and development credits		15,804			12,076

Total deferred tax assets		106,979			77,800
Less: valuation allowance		(105,744	)		(75,737	)

Total deferred tax assets, net of valuation allowance		1,235			2,063

Deferred tax liabilities:
Operating lease right-of-use assets		(1,236	)		(2,064	)
Other		1			1

Total deferred tax liabilities		(1,235	)		(2,063	)

Net deferred tax assets	$	—		$	—

Schedule of tax credit carryforwards

Available Carryforwards

As of December 31, 2025, NOLs and tax credit carryforwards were as follows (in millions):


	Amount		Expiration Years
NOLs, federal	$	288.7	Indefinite
NOLs, state		180.9	2039
Research and development tax credits, federal		11.8	2039
Research and development tax credits, state		8.2	Indefinite

Schedule of unrecognized tax benefits

Uncertain Tax Positions

A reconciliation of the beginning and ending balance of total gross unrecognized tax benefits was as follows for the periods presented (in thousands):


	December 31,
	2025			2024
Beginning balance of unrecognized tax benefits	$	3,269		$	2,441
Gross increases based on tax positions related to current year		1,035			795
Gross increases (decrease) based on tax positions related to prior years		(103	)		33

Ending balance of unrecognized tax benefits	$	4,201		$	3,269

Warrant Liabilities - Schedule of redeemable convertible preferred stock warrant liabilities (Details) - $ / shares	Dec. 31, 2025	Oct. 21, 2025
Shares Underlying Warrants	25,376
Exercise Price Per Share		$ 9.28
PIPE Warrants [Member]
Shares Underlying Warrants	17,769
Exercise Price Per Share	$ 12
Expiration Date	Sep. 24, 2031
NRA Warrants [Member]
Shares Underlying Warrants	7,607
Exercise Price Per Share	$ 12
Expiration Date	Sep. 24, 2031

Fair Value Measurements (Details) - USD ($)		12 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Net Asset Value Per Share	$ 1	$ 1
Percentage of risk free rate warrants liabilities	3.80%	3.80%
Percentage of volatility rate warrants liabilities	55.00%	55.00%
Debt Conversion, Converted Instrument, Amount		$ 67,379,000	$ 0	$ 0
Debt Conversion Converted Instrument Amount2At Fair Value	$ 67,400,000
Percentage Of Discount Rate On Debt Instrument		23.70%
Percentage of volatility warrants rate	55.00%
Fair Value Of Common Stock	$ 263,000,000
Convertible Debt [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument face amount	20,000,000	$ 20,000,000
Convertible Debt [Member] \| Affiliated Entity [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument face amount	10,000,000	10,000,000
Debt Conversion, Converted Instrument, Amount	$ 43,900,000
Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected Term Range	4 years 9 months 18 days
Percentage of risk free interest warrants decrease	3.90%
Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected Term Range	0 years
Percentage of risk free interest warrants decrease	3.60%
Second Lien Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Line of credit facility, average outstanding amount	$ 10,000,000	10,000
Second Lien Loans [Member] \| Convertible Debt [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument face amount	$ 43,900,000	$ 43,900,000
Second Lien Loans [Member] \| Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant, Exercise Price, Increase	$ 3.54
Second Lien Loans [Member] \| Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant, Exercise Price, Decrease	$ 0.01

Commitments And Contingencies

12 Months Ended

Dec. 31, 2025

COMMITMENTS AND CONTINGENCIES

10.	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 December 31, 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 December 31, 2025, were as follows (in thousands):


Year ended December 31,	Amount
2026	$	3,933
2027		3,033
2028		269
2029		130

Total	$	7,365

Summary Of Significant Accounting Policies - Schedule of Product Information (Details) - Accounts Receivable [Member] - Customers [Member]	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Customer A Concentration Risk [Member]
Product Information [Line Items]
Concentration Risk	0.00%	78.00%
Customer B Concentration Risk [Member]
Product Information [Line Items]
Concentration Risk	89.00%	0.00%

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

Leases - Schedule of additional information related to operating leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted-average remaining lease term	4 years 1 month 6 days	4 years 7 months 6 days	5 years 2 months 12 days
Weighted-average discount rate	12.50%	12.30%	11.20%
Cash payments made for operating leases	$ 2,626	$ 2,327	$ 2,308

Balance Sheet Components - Additional information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 3.2	$ 4.6	$ 4.2

Debt - Additional information (Details) - USD ($)			12 Months Ended
Debt - Additional information (Details) - USD ($)	Dec. 31, 2025	Sep. 30, 2022	Dec. 31, 2025	Dec. 31, 2024	Sep. 22, 2022	Jul. 31, 2022
Convertible Debt [Member]
Debt Instrument, Redemption [Line Items]
Debt Instrument, Face Amount	$ 20,000,000		$ 20,000,000
Debt Instrument Outstanding Balance	53,900,000		53,900,000
Convertible Debt [Member] \| Affiliated Entity [Member]
Debt Instrument, Redemption [Line Items]
Debt Instrument, Face Amount	10,000,000		10,000,000
Convertible Debt [Member] \| Affiliated Entity Board [Member]
Debt Instrument, Redemption [Line Items]
Debt Instrument, Face Amount	5,000		5,000
Convertible Debt [Member] \| Simple Agreement For Future Equity [Member]
Debt Instrument, Redemption [Line Items]
Debt Instrument, Face Amount	$ 12,400,000		$ 12,400,000
Senior Notes [Member]
Debt Instrument, Redemption [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	50.00%		50.00%
Debt instrument aggregate principal amount	$ 4,900,000		$ 4,900,000
Secured Debt [Member]
Debt Instrument, Redemption [Line Items]
Annual interest rate	16.50%		16.50%
Debt Instrument, Interest Rate, Stated Percentage	9.00%		9.00%
Debt Instrument, Interest Rate, Increase (Decrease)	13.75%
Second Lien Loans [Member]
Debt Instrument, Redemption [Line Items]
Aggregate principal amount, outstanding	$ 10,900,000		$ 10,900,000
Conversion of stock, shares converted	7,700,557
Common stock, convertible, conversion price, increase	$ 6
Line of credit facility, average outstanding amount	$ 10,000,000		10,000
Debt Instrument, Maturity Date	Oct. 01, 2026
Second Lien Loans [Member] \| Convertible Debt [Member]
Debt Instrument, Redemption [Line Items]
Debt Instrument, Face Amount	$ 43,900,000		43,900,000
Long-term debt, fair value	$ 67,400,000		$ 67,400,000
2022 Credit Facility [Member]
Debt Instrument, Redemption [Line Items]
Secured term loans					$ 30,000,000
Debt instrument maturity year		2030-01
Interest only payments, date		Jul. 01, 2028
Annual rate of interest, payable	10.25%		10.25%
Prepayment or maturity of the debt			$ 1,200,000
Debt issuance costs	$ 800,000		800,000
Fair value of warrant to purchase shares	500,000		500,000
2022 Credit Facility [Member] \| Line of Credit [Member]
Debt Instrument, Redemption [Line Items]
Secured term loans	$ 30,000,000		30,000,000
Repayments of Secured Debt			15,000,000
Debt Instrument Final Repayment Fee Paid			$ 1,200,000
2022 Credit Facility [Member] \| Maximum [Member]
Debt Instrument, Redemption [Line Items]
Annual rate of interest, payable	6.50%		6.50%
Prepayment fee range			2.00%
2022 Credit Facility [Member] \| Minimum [Member]
Debt Instrument, Redemption [Line Items]
Annual rate of interest, payable	3.50%		3.50%
Prepayment fee range			1.00%
2022 Equipment Facility [Member]
Debt Instrument, Redemption [Line Items]
Secured term loans						$ 10,000,000
Debt issuance costs	$ 100,000		$ 100,000
Aggregate principal amount	8,500,000		8,500,000
Aggregate principal amount, outstanding	$ 1,900,000		$ 1,900,000	$ 4,100,000
Annual interest rate	3.38%		3.38%
2022 Equipment Facility [Member] \| Maximum [Member]
Debt Instrument, Redemption [Line Items]
Annual interest rate	7.00%		7.00%
2022 Equipment Facility [Member] \| Minimum [Member]
Debt Instrument, Redemption [Line Items]
Annual interest rate	6.00%		6.00%

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 103,228	$ 9,439
Liabilities	169,218	60,920
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	33,320	9,439
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	169,218	60,920
PIPE Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	110,881
PIPE Warrants [Member] \| Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	110,881
NRA Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	47,465
NRA Warrants [Member] \| Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	47,465
Second lien loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	10,872
Second lien loans \| Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	10,872
SAFEs [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities		59,301
SAFEs [Member] \| Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities		59,301
Redeemable convertible preferred stock warrant liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities		1,619
Redeemable convertible preferred stock warrant liabilities [Member] \| Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities		1,619
Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	33,320	9,439
Money market funds [Member] \| Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	33,320	$ 9,439
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	69,908
US Treasury Securities [Member] \| Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 69,908

Simple Agreements for Future Equity

12 Months Ended

Dec. 31, 2025

Simple Agreements For Future Equity [Abstract]

Simple Agreements For Future Equity [Text Block]

9.	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 consolidated balance sheets and accounted for at fair value, subject to remeasurement each reporting period (see Note 5). 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 8).

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 consolidated statements of operations and comprehensive loss during the periods presented prior to the Closing.

Cover	12 Months Ended
Cover	Dec. 31, 2025
Document Information [Line Items]
Document Type	POS AM
Entity Registrant Name	KODIAK AI, INC.
Entity Central Index Key	0001853138
Amendment Flag	false

Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash and Cash Equivalents [Abstract]
Interest income	$ 1.9	$ 0.9	$ 2.2

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2025

Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock

12.	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 5) 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 recorded under

loss on issuance of equity instruments

in the consolidated statements of operations and comprehensive loss for the year ended December 31, 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 consolidated balance sheet as of December 31, 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 $175.2 million as of December 31, 2025, no change in redemption value was required to be recorded for the year ended December 31, 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, payable on June 1 and December 1 each year, and accumulate whether or not declared. Dividends accrued as of December 1, 2025 were paid in kind, which resulted in the accrued value of the Series A Preferred Stock increasing from a stated value $1,200.0 to $1,222.7 per share. As of December 31, 2025, dividends had accrued from December 2, 2025 through

period-end

but had not yet been paid or compounded.

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 May 29, 2026, the conversion price will be adjusted to the greater of such average price or $8.00. A second adjustment may occur on August 28, 2026, 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 December 31, 2025, no shares of Legacy Kodiak redeemable convertible preferred stock were issued and outstanding.

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

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Statutory income tax rate	21.00%
Valuation allowance increased	$ 30,000	$ 20,400
Unrecognized tax benefits	$ 0	$ 0

Fair Value Measurements - Schedule of Changes in the Estimated Fair Values (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
PIPE Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Issuance of SAFE	$ 86,359
Fair value remeasurement	24,522
Ending balance	110,881
Non-Redemption Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Issuance of SAFE	36,968
Fair value remeasurement	10,497
Ending balance	47,465
Second Lien Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Issuance of SAFE	43,865
Exchange of SAFE for second lien loan	10,000
Fair value remeasurement	24,387
Settlement via conversion or exercise	(67,380)
Ending balance	10,872
Simple Agreements For Future Equity [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance	59,301	$ 10,000
Issuance of SAFE	23,660	45,192
Exchange of SAFE for second lien loan	(10,000)
Fair value remeasurement	190,075	4,109
Settlement via conversion or exercise	(263,036)
Ending balance		59,301
LegacyKodiak Redeemable Convertible Preferred StockWarrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance	1,619	2,045
Fair value remeasurement	7,272	(426)
Reclassification of Assumed Kodiak Warrants	(3,842)
Settlement via conversion or exercise	$ (5,049)
Ending balance		$ 1,619

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

16.	Income Taxes

Income Taxes and Rate Reconciliation

The Company is subject to U.S. federal and state corporate income taxes. For the years ended December 31, 2025, 2024, and 2023, net loss before income taxes was generated in the U.S.

Income taxes consisted of the following for the periods presented (in thousands):


	Year Ended December 31,
	2025		2024		2023
Current:
Federal	$	—	$	—	$	—
State		3		1		9

Total		3		1		9

Deferred:
Federal		—		—		—
State		—		—		—

Total		—		—		—

Income taxes	$	3	$	1	$	9

The U.S. federal statutory rate is reconciled to the Company’s effective income tax rate for the year ended December 31, 2025 after the adoption of ASU

2023-09

as follows (in thousands):


	Year Ended December 31, 2025
	Amount			Percent
Federal statutory rate, benefit	$	(122,960	)		21.0	%
State income taxes, net of benefit		(14,600	)		2.5	%
R&D credits		(5,119	)		0.9	%
Nontaxable or nondeductible items
Stock-based compensation		110,014			(18.8	)%
Change in unrecognized tax benefits		1,035			(0.2	)%
Other		1,626			(0.3	)%
Change in valuation allowance		30,007			(5.1	)%

Effective tax rate	$	3			—	%

The following table presents the Company’s effective income tax rate reconciliation for the years ended December 31, 2024 and 2023, in accordance with the guidance prior to the adoption of ASU

2023-09

(in thousands):


	Year Ended December 31,
	2024			2023
Federal statutory rate, benefit	$	(14,586	)	$	(11,958	)
State income taxes, net of benefit		(5,318	)		(4,881	)
Nondeductible expenses		35			153
Stock-based compensation		2,566			1,618
Change in valuation allowance		20,366			18,099
R&D credits		(3,084	)		(3,022	)
Other		22			—

Income taxes	$	1		$	9

The expense for income taxes in the table above related to continuing operations differs from the amounts computed by applying the statutory income tax rate of 21% due to a pretax loss in each period.

Deferred Income Taxes

The components of net deferred tax assets were as follows for the periods presented (in thousands):


	December 31,
	2025			2024
Deferred tax assets:
Net operating loss carryforwards	$	76,818		$	47,448
Accrued expenses and other current liabilities		1,426			1,666
Charitable contributions		19			22
Depreciation and amortization		886			930
Stock-based compensation		1,785			233
Operating lease liabilities		1,292			2,136
Capitalized research and development expense		8,687			12,920
Section 195 capitalization		262			369
Research and development credits		15,804			12,076

Total deferred tax assets		106,979			77,800
Less: valuation allowance		(105,744	)		(75,737	)

Total deferred tax assets, net of valuation allowance		1,235			2,063

Deferred tax liabilities:
Operating lease right-of-use assets		(1,236	)		(2,064	)
Other		1			1

Total deferred tax liabilities		(1,235	)		(2,063	)

Net deferred tax assets	$	—		$	—

The Company determines its valuation allowance on deferred tax assets by considering whether it is more likely than not that deferred tax assets will be realized. Due to the Company’s history of operating losses, the Company’s deferred tax assets are not likely to be realized and, accordingly, the Company has provided a full valuation allowance on its deferred tax assets. The valuation allowance increased by $30.0 million and $20.4 million for the years ended December 31, 2025 and 2024, respectively, primarily due to the increase in the Company’s U.S. and state net operating losses (“NOL”) carryforwards and tax credit carryforwards.

Available Carryforwards

As of December 31, 2025, NOLs and tax credit carryforwards were as follows (in millions):


	Amount		Expiration Years
NOLs, federal	$	288.7	Indefinite
NOLs, state		180.9	2039
Research and development tax credits, federal		11.8	2039
Research and development tax credits, state		8.2	Indefinite

The federal and state NOL carryforwards may be subject to significant limitations under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. These provisions limit

the amount of NOL carryforwards that may be utilized in any given year in the event of certain circumstances, including significant changes in ownership.

Uncertain Tax Positions

A reconciliation of the beginning and ending balance of total gross unrecognized tax benefits was as follows for the periods presented (in thousands):


	December 31,
	2025			2024
Beginning balance of unrecognized tax benefits	$	3,269		$	2,441
Gross increases based on tax positions related to current year		1,035			795
Gross increases (decrease) based on tax positions related to prior years		(103	)		33

Ending balance of unrecognized tax benefits	$	4,201		$	3,269

For the years ended December 31, 2025 and 2024, no material interest and penalties related to unrecognized tax benefits were recognized. The Company is subject to taxation in the United States and various state jurisdictions. All tax years are open for examination. The Company currently has no federal or state tax examinations in progress.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Summary Of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Receivables, net, current	$ 900	$ 1,300
Advertising Expense	200	$ 400	$ 600
Impairment Losses Recognized On Marketable Securities	$ 0
Customer Concentration Risk [Member]
Class of Stock [Line Items]
Percentage of accounts receivable held by customer	10.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479857/480-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

Summary Of Significant Accounting Policies - Schedules of Concentration of Risk (Details) - Revenue Benchmark [Member] - Customers [Member]	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Customer A Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration Risk	26.00%	89.00%	89.00%
Customer B Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration Risk	46.00%	0.00%	0.00%
Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration Risk	10.00%	10.00%	10.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-20

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482836/275-10-55-18

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-20

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 954
-SubTopic 310
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478785/954-310-50-2

+ Details

- Definition

+ References + Details

Stockholders' Deficit

12 Months Ended

Dec. 31, 2025

Stockholders' Deficit

13.	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 December 31, 2025 was as follows (in thousands).


	December 31, 2025
Earn Out Securities		74,998
Common stock warrants 1		65,226
Outstanding stock options		55,438
Shares available for issuance under equity incentive plan		25,709
Cumulative redeemable convertible preferred stock 2		14,597
Shares available for issuance under the ESPP		5,639

Total		241,607

1	Common stock warrants include both equity-classified and liability-classified warrants (see Note 11).

2	Includes shares issuable for accrued interest paid-in-kind (see Note 12).

Equity-Classified Common Stock Warrants

As of December 31, 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		24,991	$	9.28		9/24/2030
Private Placement Warrants		14,300	$	9.28		9/24/2030
Assumed Kodiak Warrants		559	$	2.24		12/31/2028, 6/30/2031

Total outstanding		39,850

Public and Private Placement Warrants

Public warrants became 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.

On October 21, 2025, the Company notified the holders of its Public Warrants and Private Placement Warrants of the following adjustments as a result of down-round provisions being triggered in connection with the Merger

Kodiak AI, Inc.

Notes to Consolidated Financial Statements (continued)

and the Company’s reported sales price of its common stock pursuant to the terms of the agreement (i) an adjustment to the exercise price from the original exercise price of $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 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”) was determined to be $8.07 per share. Accordingly, the revised exercise and redemption prices reflect 115% and 180% of the Market Value, respectively.

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 shares of common stock are subject to adjustment for certain corporate events, such as share dividends, recapitalizations, and mergers. The warrants are not adjusted for common stock 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 shares of common stock 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 5). 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.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2025

Balance Sheet Related Disclosures [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	December 31,
	2025		2024
Prepaid expenses and other receivables	$	4,064	$	1,610
Payroll tax credit receivable		400		650

Total prepaid expenses and other current assets	$	4,464	$	2,260

Schedule of Property and Equipment, Net

Property and equipment, net

cons

isted of the following (in thousands):


	December 31,
	2025			2024
Leasehold improvements	$	7,317		$	7,261
Vehicles		7,297			6,331
Technology infrastructure		3,195			2,912
Equipment and hardware		14,708			2,524
Other		804			694

Total property and equipment		33,321			19,722
Less: accumulated depreciation		(17,151	)		(13,980	)
Construction in progress		10,383			981

Total property and equipment, net	$	26,553		$	6,723

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2025		2024
Accrued bonus	$	5,349	$	8,800
Accrued payroll and related expenses		1,622		1,460
Other current liabilities and accrued expenses		4,203		1,156
Deferred revenue		180		—

Total accrued expenses and other current liabilities	$	11,354	$	11,416

Fair Value Measurements

12 Months Ended

Dec. 31, 2025

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements

5.	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):


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	33,320	$	—	$	—	$	33,320
U.S. Treasury securities		—		69,908		—		69,908

Total assets measured at fair value	$	33,320	$	69,908	$	—	$	103,228

Liabilities
Common stock warrants
PIPE Warrants	$	—	$	—	$	110,881	$	110,881
NRA Warrants		—		—		47,465		47,465
Second lien loan		—		—		10,872		10,872

Total liabilities measured at fair value	$	—	$	—	$	169,218	$	169,218


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
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

All of the Company’s money market funds and U.S. Treasury securities are highly liquid and actively traded marketable securities that generally transact at a stable $1.00 net asset value representing its estimated fair value.

The Company measures its warrant liabilities (see Note 11), second lien loans (see Note 8), and SAFEs (see Note 9) 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 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 for the period from the issuance date of September 24, 2025 to December 31, 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 equity instruments

in the consolidated statements of operations and comprehensive loss. Subsequent changes in the fair value were

recorded under

change in fair value of common stock warrants

in the consolidated statements of operations and comprehensive loss.

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 8). 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 23.7% as the key valuation assumption for the period from exchanged to December 31, 2025.

Simple Agreements for Future Equity

At the Closing, all outstanding SAFEs were converted into shares of Kodiak common stock (see Note 9). 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 December 31, 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 11). 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 13). 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):


	PIPE Warrants		Non-Redemption Warrants		Second Lien Loans			SAFE			Legacy Kodiak Redeemable Convertible Preferred Stock Warrants
Balance as of December 31, 2023	$	—	$	—	$	—		$	10,000		$	2,045
Issuance during the year		—		—		—			45,192			—
Fair value remeasurement		—		—		—			4,109			(426	)

Balance as of December 31, 2024		—		—		—			59,301			1,619
Issuance during the year		86,359		36,968		43,865			23,660			—
Exchange of SAFE for second lien loan		—		—		10,000			(10,000	)		—
Reclassification of Assumed Kodiak Warrants		—		—		—			—			(3,842	)
Fair value remeasurement		24,522		10,497		24,387			190,075			7,272
Settlement via conversion or exercise		—		—		(67,380	)		(263,036	)		(5,049	)

Balance as of December 31, 2025	$	110,881	$	47,465	$	10,872		$	—		$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Redeemable Convertible Preferred Stock - Schedule Of Redeemable Convertible Preferred Stock (Details) $ in Thousands	Dec. 31, 2024 USD ($) shares
Redeemable Convertible Preferred Stock [Line Items]
Shares Issued and Outstanding \| shares	62,240
Carrying Value	$ 170,648
Liquidation Preference	$ 170,089
Series Seed Redeemable Convertible Preferred Stock [Member]
Redeemable Convertible Preferred Stock [Line Items]
Shares Issued and Outstanding \| shares	4,468
Carrying Value	$ 3,000
Liquidation Preference	$ 3,000
Series A Redeemable Convertible Preferred Stock [Member]
Redeemable Convertible Preferred Stock [Line Items]
Shares Issued and Outstanding \| shares	16,851
Carrying Value	$ 37,537
Liquidation Preference	$ 37,710
Series B1 Redeemable Convertible Preferred Stock [Member]
Redeemable Convertible Preferred Stock [Line Items]
Shares Issued and Outstanding \| shares	13,618
Carrying Value	$ 37,716
Liquidation Preference	$ 32,760
Series B2 Redeemable Convertible Preferred Stock [Member]
Redeemable Convertible Preferred Stock [Line Items]
Shares Issued and Outstanding \| shares	27,303
Carrying Value	$ 92,395
Liquidation Preference	$ 96,619

Net Loss Per Common Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Net Loss/Income	$ (585,525)	$ (69,459)	$ (56,945)
Weighted average shares outstanding, basic (in shares)	91,225	58,410	57,932
Weighted average shares outstanding, diluted (in shares)	91,225	58,410	57,932
Basic net loss per share (in USD per share)	$ (6.42)	$ (1.19)	$ (0.98)
Diluted net loss per share (in USD per share)	$ (6.42)	$ (1.19)	$ (0.98)
Common stock options		49,157
Warrants	39,850
Dilutive Common Stock Equivalents Outstanding	135,261	113,012	106,651
Redeemable Convertible Preferred Stock [Member]
Redeemable convertible preferred stock	14,597	62,240	62,240
Common Stock Options [Member]
Common stock options	55,438	49,157	42,630
Redeemable Convertible Preferred Stock Warrants [Member]
Warrants	0	1,305	1,305
Common Stock Warrants [Member]
Warrants	65,226	310	476

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Balance Sheet Related Disclosures [Abstract]
Prepaid expenses and other receivables	$ 4,064	$ 1,610
Payroll tax credit receivable	400	650
Total prepaid expenses and other current assets	$ 4,464	$ 2,260

Stockholders' Deficit (Details)			12 Months Ended
Stockholders' Deficit (Details)	Dec. 31, 2025 Vote $ / shares shares	Oct. 21, 2025 $ / shares	Dec. 31, 2025 Vote $ / shares shares	Oct. 24, 2025 $ / shares	Sep. 30, 2025 $ / shares shares	Dec. 31, 2024 $ / shares shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares	1,980,000,000		1,980,000,000		2,000,000,000	265,000,000
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001			$ 0.0001
Common stock number of votes per share \| Vote	1		1
Class of warrant exercise price of warrants before adjustment		$ 11.5
Exercise price of warrants (in USD per share)		9.28
Debt instrument redemption trigger price per share before adjustment		18
Debt instrument redemption trigger price per share		14.53
Common stock market value per share for price adjustment		$ 8.07
Exercise price as percentage of market value		115
Redemption price as percentage of market value		180
Public Warrants [Member]
Class of Stock [Line Items]
Period in which stock must reach mandatory closing price (in days)			20 days
Maximum period in which stock can reach mandatory closing price (in days)			30 days
Period for prior written notice before redemption (in days)			30 days
Warrants, redemption price (in dollars per share)				$ 0.01
Exercise price of warrants (in USD per share)	$ 9.28		$ 9.28
Public Warrants [Member] \| Maximum [Member]
Class of Stock [Line Items]
Sale of stock, price per share (in dollars per share)				$ 18
Private Placement Warrants [Member]
Class of Stock [Line Items]
Exercise price of warrants (in USD per share)	$ 9.28		$ 9.28
Transferable, assignable, or salable, period following closing (in days)			30 days
Legacy Kodiak Common Stock Warrants [Member]
Class of Stock [Line Items]
Conversion of stock, shares converted \| shares	933,626
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares					1,980,000,000
Common stock, par value (in dollars per share)					$ 0.0001
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock , par value (in dollars per share)					$ 0.0001
Preferred stock, issued (in shares) \| shares					20,000,000

Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 33,321	$ 19,722
Less: accumulated depreciation	(17,151)	(13,980)
Construction in progress	10,383	981
Total property and equipment, net	26,553	6,723
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	7,317	7,261
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	7,297	6,331
Technology Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	3,195	2,912
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	14,708	2,524
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 804	$ 694

Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Balance Sheet Related Disclosures [Abstract]
Accrued bonus	$ 5,349	$ 8,800
Accrued payroll and related expenses	1,622	1,460
Other current liabilities and accrued expenses	4,203	1,156
Deferred revenue	180	0
Total accrued expenses and other current liabilities	$ 11,354	$ 11,416

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2025

Dec. 31, 2024

Current assets:

Cash and cash equivalents

$ 50,761

$ 16,709

Marketable securities

69,908

Accounts receivable

879

1,280

Prepaid expenses and other current assets

4,464

2,260

Total current assets

126,012

20,249

Restricted cash

1,450

Property and equipment, net

26,553

6,723

Operating lease right-of-use assets

5,261

7,115

Other assets

131

Total assets

159,407

35,561

Current liabilities:

Accounts payable

1,455

1,372

Accrued expenses and other current liabilities

11,354

11,416

Operating lease liabilities, current

1,916

1,638

Debt, current portion

1,065

16,792

Second lien loans

10,872

Total current liabilities

26,662

31,218

Debt, net of current portion

29,878

17,574

Simple agreements for future equity

59,301

Operating lease liabilities, noncurrent

3,584

5,723

Common stock warrants

158,346

Redeemable convertible preferred stock warrant liabilities

1,619

Other liabilities

804

313

Total liabilities

219,274

115,748

Shareholders' deficit

Ordinary shares

^[1]

Additional paid-in capital

17,303

Accumulated other comprehensive income

Accumulated deficit

(853,669)

(268,144)

Total stockholders' deficit

(283,052)

(250,835)

Total liabilities and shareholders' deficit

159,407

35,561

Previously Reported [Member]

Shareholders' deficit

Additional paid-in capital

570,578

Series A cumulative redeemable convertible preferred stock [Member]

Current liabilities:

Redeemable convertible preferred stock

223,185

Redeemable convertible preferred stock [Member]

Current liabilities:

Redeemable convertible preferred stock

$ 0

$ 170,648

[1]	Excludes 6,250,000 shares legally issued and outstanding related to sponsor earn out securities (see Note 3).

Leases - Schedule of future minimum lease payments for the Company's operating lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Leases [Abstract]
2026	$ 2,605
2027	1,200
2028	839
2029	866
2030	898
Thereafter	670
Total undiscounted lease payments	7,078
Less: Imputed interest	(1,578)
Present value of lease liabilities	5,500
Less: Operating lease liabilities, current	(1,916)	$ (1,638)
Operating lease liabilities, noncurrent	$ 3,584	$ 5,723

Stockholders' Deficit - Schedule of Common Stock Warrants (Details) - $ / shares shares in Thousands	Dec. 31, 2025	Oct. 21, 2025
Common Stock Reserved For Future Issuance [Line Items]
Shares Underlying Warrants	39,850
Exercise price of warrants (in USD per share)		$ 9.28
Public Warrants [Member]
Common Stock Reserved For Future Issuance [Line Items]
Shares Underlying Warrants	24,991
Exercise price of warrants (in USD per share)	$ 9.28
Expiration Date	Sep. 24, 2030
Private Placement Warrants [Member]
Common Stock Reserved For Future Issuance [Line Items]
Shares Underlying Warrants	14,300
Exercise price of warrants (in USD per share)	$ 9.28
Expiration Date	Sep. 24, 2030
Assumed Kodiak Warrants [Member]
Common Stock Reserved For Future Issuance [Line Items]
Shares Underlying Warrants	559
Exercise price of warrants (in USD per share)	$ 2.24
Assumed Kodiak Warrants [Member] \| Maximum [Member]
Common Stock Reserved For Future Issuance [Line Items]
Expiration Date	Dec. 31, 2028
Assumed Kodiak Warrants [Member] \| Minimum [Member]
Common Stock Reserved For Future Issuance [Line Items]
Expiration Date	Jun. 30, 2031

Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Revenues	$ 3,797	$ 14,933	$ 16,946
Research and development	50,157	43,436	39,469
General and administrative	36,741	20,999	20,305
Truck and freight operations	24,771	9,013	7,662
Sales and marketing	4,753	3,204	3,359
Total operating expenses	116,422	76,652	70,795
Loss from operations	(112,625)	(61,719)	(53,849)
Interest expense	(4,096)	(4,951)	(5,407)
Interest income and other, net	1,327	895	2,194
Loss on issuance of equity instruments	(210,722)	0	0
Change in fair value of common stock warrants	(35,018)	0	0
Change in fair value of second lien loans	(24,387)
Change in fair value of simple agreements for future equity	(190,075)	(4,109)	0
Change in fair value of redeemable convertible preferred stock warrant liabilities	(7,272)	426	126
Total other expenses, net	(472,897)	(7,739)	(3,087)
Net loss before income taxes	(585,522)	(69,458)	(56,936)
Income taxes	(3)	(1)	(9)
Net loss	(585,525)	(69,459)	(56,945)
Unrealized gains (losses) on marketable securities, net of tax	22	0	(10)
Comprehensive loss	$ (585,503)	$ (69,459)	$ (56,955)
Basic net loss per share (in USD per share)	$ (6.42)	$ (1.19)	$ (0.98)
Diluted net loss per share (in USD per share)	$ (6.42)	$ (1.19)	$ (0.98)
Weighted average shares outstanding, basic (in shares)	91,225	58,410	57,932
Weighted average shares outstanding, diluted (in shares)	91,225	58,410	57,932

Leases

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Leases

The Company has operating lease arrangements for facilities under

non-cancellable

agreements with various expiration dates through 2031. The agreements may include renewal options to extend the term that the Company is not reasonably certain to exercise.

Rent expense related to operating lease liabilities was $2.6 million, $2.5 million, and $2.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. Variable costs were $

0.6

million for the year ended December 31, 2025. In addition, the Company recognized $0.3 million, $0.2 million, and $0.1 million in rent expenses related to short-term leases for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, future minimum lease payments for the Company’s operating lease liabilities were as follows (in thousands):


Year Ended December 31,	Amount
2026	$	2,605
2027		1,200
2028		839
2029		866
2030		898
Thereafter		670

Total undiscounted lease payments		7,078
Less: Imputed interest		(1,578	)

Present value of lease liabilities		5,500
Less: Operating lease liabilities, current		(1,916	)

Operating lease liabilities, non-current	$	3,584

The following table summarizes additional information related to operating leases for the periods presented:


	December 31,
	2025			2024			2023
Weighted-average remaining lease term		4.1 years			4.6 years			5.2 years
Weighted-average discount rate		12.5	%		12.3	%		11.2	%
Cash payments made for operating leases (in thousands)	$	2,626		$	2,327		$	2,308

Stock-based Compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Nov. 16, 2025	Sep. 23, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock			241,607,000
Weighted-average grant-date fair value per share			$ 6.11	$ 0.64	$ 0.41
Grant-date fair value of stock options			$ 10.7	$ 3.3	$ 1.9
Expense related to unvested options			$ 63.1
Estimated weighted average period			2 years 10 months 24 days
Incremental expense	$ 3.2
Accelerated compensation cost			$ 3.0
Share based compensation arrangement capitalized amount			0.4
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share based compensation expense restricted share units			$ 14.9
Unrecognized share based compensation expense weighted average period restricted share units			4 years 1 month 6 days
2025 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum			5.00%
Number of shares authorized (in shares)		28,195,000
Number of potential additional shares (in shares)		56,100,142
Share based compensation arrangement by share based payment award number of shares available for future grant			25,709,273
Share based compensation arrangement by share based payment award number of additional shares allowable under the plan			56,390,000
2025 Employee Stock Purchase Plan [Member] \| Employee Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock		5,639,000
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum		1.00%
Share based compensation arrangement by share based payment award number of additional shares allowable under the plan		11,280,000
Percentage price of common stock on offering date		85.00%
Legacy Kodiak 2018 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Terms of award under share-based payment arrangement			Outstanding options generally have a contractual term of 10 years (five years for 10% stockholders) and a four-year vesting schedule, typically consisting of a one-year cliff followed by monthly vesting thereafter.

Income Taxes - Schedule of tax credit carryforwards (Details) $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($)
Federal Tax Jurisdiction Other [Member]
Tax Credit Carryforward [Line Items]
NOLs Amount	$ 288.7
NOLs Expiration Years	Indefinite
Federal Tax Jurisdiction Other [Member] \| Research [Member]
Tax Credit Carryforward [Line Items]
Research and development tax credits Amount	$ 11.8
Research and development tax credits Expiration Years	2039
State and Local Jurisdiction [Member]
Tax Credit Carryforward [Line Items]
NOLs Amount	$ 180.9
NOLs Expiration Years	2039
State and Local Jurisdiction [Member] \| Research [Member]
Tax Credit Carryforward [Line Items]
Research and development tax credits Amount	$ 8.2
Research and development tax credits Expiration Years	Indefinite

Balance Sheet Components

12 Months Ended

Dec. 31, 2025

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

6.	Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	December 31,
	2025		2024
Prepaid expenses and other receivables	$	4,064	$	1,610
Payroll tax credit receivable		400		650

Total prepaid expenses and other current assets	$	4,464	$	2,260

Property and Equipment, Net

Property and equipment, net

cons

isted of the following (in thousands):


	December 31,
	2025			2024
Leasehold improvements	$	7,317		$	7,261
Vehicles		7,297			6,331
Technology infrastructure		3,195			2,912
Equipment and hardware		14,708			2,524
Other		804			694

Total property and equipment		33,321			19,722
Less: accumulated depreciation		(17,151	)		(13,980	)
Construction in progress		10,383			981

Total property and equipment, net	$	26,553		$	6,723

Depreciation and amortization expense was $3.2 million, $4.6 million, and $4.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2025		2024
Accrued bonus	$	5,349	$	8,800
Accrued payroll and related expenses		1,622		1,460
Other current liabilities and accrued expenses		4,203		1,156
Deferred revenue		180		—

Total accrued expenses and other current liabilities	$	11,354	$	11,416

Revenues

12 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

Revenues

15.

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. military. 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 year ended December 31, 2025, revenues were composed of 46% from DaaS and 26% from Ground Autonomy Solutions. For the years ended December 31, 2024 and 2023, Ground Autonomy Solutions represented 89% of revenues. The remaining revenues for all periods presented were related to freight delivery.

The Company’s contracts with a duration of one year or more consisted entirely of a DaaS contract as of December 31, 2025. The aggregate amount of the transaction price allocated to unsatisfied performance obligations was $21.8 million as of December 31, 2025, which is expected to be recognized ratably for each DaaS contract and through December 2029.

Contract Balances

As of December 31, 2025 and 2024, the Company did not have any material amounts related to unbilled receivables or contract assets. The Company’s contract liabilities were $0.7 million as of December 31, 2025 and were not material as of December 31, 2024. Contract liabilities were included in

accrued expenses and other current liabilities

and

other liabilities

on the consolidated balance sheets.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Simple Agreements for Future Equity - Additional information (Details) $ in Millions		1 Months Ended	3 Months Ended	12 Months Ended
	Dec. 31, 2025 USD ($) shares	Apr. 30, 2025 USD ($)	Apr. 30, 2025 USD ($) BoardMember	Dec. 31, 2024 USD ($) BoardMember	Dec. 31, 2023 USD ($)
Simple Agreements For Future Equity [Line Items]
Stock issued during period, conversion of SAFE agreement (in shares) \| shares	30,061,262
SAFEs	$ 263.0
2024 Simple Agreements for Future Equity [Member]
Simple Agreements For Future Equity [Line Items]
SAFE agreement, aggregate purchase amount				$ 45.2
Affiliated Party Number Of Board \| BoardMember				2
2024 Simple Agreements for Future Equity [Member] \| Affiliated Entity [Member]
Simple Agreements For Future Equity [Line Items]
SAFE agreement, aggregate purchase amount				$ 10.4
2023 Simple Agreements for Future Equity [Member] \| Affiliated Entity [Member]
Simple Agreements For Future Equity [Line Items]
SAFE agreement, aggregate purchase amount					$ 10.0
2025 Simple Agreements for Future Equity [Member]
Simple Agreements For Future Equity [Line Items]
SAFE agreement, aggregate purchase amount			$ 23.7
Affiliated Party Number Of Board Members \| BoardMember			2
2025 Simple Agreements for Future Equity [Member] \| Affiliated Entity [Member]
Simple Agreements For Future Equity [Line Items]
SAFE agreement, aggregate purchase amount			$ 4.0
2025 Simple Agreements for Future Equity [Member] \| Affiliate Of AACT [Member]
Simple Agreements For Future Equity [Line Items]
SAFE agreement, aggregate purchase amount			$ 10.0
SAFE agreement amount exchanged		$ 10.0

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of stock option activity under the Company's equity incentive plan

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		11,305			7.10
Exercised		(2,558	)		0.56
Forfeited		(1,958	)		1.32
Expired		(508	)		0.61

Outstanding as of December 31, 2025		55,438		$	1.90		7.0	$	500,376

Exercisable as of December 31, 2025		34,480		$	0.74		6.0	$	351,119

Schedule of fair value of stock options granted was estimated at the grant-date using the Black-Scholes option-pricing model

Fair Value of Stock Options

The fair value of stock options granted was estimated at the grant-date using the Black-Scholes option-pricing model using the following assumptions:


	Year Ended December 31,
	2025	2024	2023
Expected volatility	84.2% – 91.1%	87.0% – 91.9%		59.4%
Expected term (in years)	3.9 – 6.1	5.1 – 6.1		6.0
Risk-free interest rate	3.8% – 4.5%	3.6% – 4.3%		4.2%
Expected dividend yield	—	—		—

Schedule of unvested restricted stock units

Restricted Stock Units

RSUs activity under the Company’s equity incentive plan was as follows:


	Unvested RSUs Outstanding
	Number of RSUs (in thousands)			Weighted–Average Grant-Date Fair Value
Outstanding as of December 31, 2024		—		$	—
Granted		2,624			5.91
Vested		—			—
Forfeited		(2	)		5.91

Outstanding as of December 31, 2025		2,622		$	5.91

Commitments And Contingencies (Tables)

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Schedule of contracts to purchase services under which non-cancellable future minimum payments

the Company has entered into contracts to purchase services under

which non-cancellable future

minimum payments as of December 31, 2025, were as follows (in thousands):


Year ended December 31,	Amount
2026	$	3,933
2027		3,033
2028		269
2029		130

Total	$	7,365

Revenues - Additional information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Performance obligation	$ 21.8
Customer liability	$ 0.7
US DaaS Customers [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration Risk, Percentage	46.00%
US Ground Autonomy Solutions Customers [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration Risk, Percentage	26.00%	89.00%	89.00%

- Definition

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

+ Details

Leases - Additional information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease liabilities	$ 2.6	$ 2.5	$ 2.3
Short-term lease	$ 0.3	$ 0.2	$ 0.1

Income Taxes - Schedule of unrecognized tax benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Beginning balance of unrecognized tax benefits	$ 3,269	$ 2,441
Gross increases based on tax positions related to current year	1,035	795
Gross increases based on tax positions related to prior years	103	33
Ending balance of unrecognized tax benefits	$ 4,201	$ 3,269

Cash Equivalents and Marketable Securities

12 Months Ended

Dec. 31, 2025

Cash and Cash Equivalents [Abstract]

Cash Equivalents and Marketable Securities

4.	Cash Equivalents and Marketable Securities

The following tables summarize the amortized cost and fair value of the Company’s cash equivalents and marketable securities by major category for the periods presented (in thousands):


	December 31, 2025
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market funds	$	33,320	$	—	$	—	$	33,320

Total cash equivalents	$	33,320	$	—	$	—	$	33,320

Marketable securities:
U.S. Treasury securities	$	69,886	$	22	$	—	$	69,908

Total marketable securities	$	69,886	$	22	$	—	$	69,908


	December 31, 2024
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market funds	$	9,439	$	—	$	—	$	9,439

Total cash equivalents	$	9,439	$	—	$	—	$	9,439

For the years ended December 31, 2025, 2024 and 2023, interest income was $1.9 million, $0.9 million and $2.2 million, respectively, and was included within

interest income and other, net

in the consolidated statements of operations and comprehensive loss.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ (585,525)	$ (69,459)	$ (56,945)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,248	4,616	4,114
Stock-based compensation	19,082	5,550	5,399
Non-cash lease expense	1,853	1,832	2,164
Transaction costs allocated to common stock warrants	3,223	0	0
Change in fair value of second lien loans	24,387	0	0
Accretion of discount on marketable securities	(480)	0	(909)
Change in fair value of simple agreements for future equity	190,075	4,109	0
Change in fair value of redeemable convertible preferred stock warrant liabilities	7,272	(426)	(126)
Non-cash interest expense	795	402	788
Loss on disposal of property and equipment	265	0	0
Change in fair value of common stock warrants	35,018	0	0
Loss on issuance of equity instruments	210,722	0	0
Changes in operating assets and liabilities:
Accounts receivable	401	(1,044)	9
Prepaid expenses and other current assets	(2,180)	645	(484)
Other assets	(105)	276	(276)
Accounts payable	(717)	(811)	558
Accrued expenses	(407)	5,102	3,833
Operating lease liabilities	(1,861)	(1,796)	(2,222)
Other liabilities	492	43	255
Net cash used in operating activities	(94,442)	(50,961)	(43,842)
Cash flows from investing activities:
Proceeds from maturities of marketable securities	0	0	51,000
Purchases of marketable securities	(69,406)	0	(30,452)
Purchases of property and equipment	(22,026)	(3,192)	(3,270)
Payment of deposits	0	(20)	0
Net cash (used in) provided by investing activities	(91,432)	(3,212)	17,278
Cash flows from financing activities:
Proceeds from the issuance of debt, net of issuance costs	29,662	0	3,671
Repayment of debt	(33,381)	(2,238)	(1,934)
Proceeds from issuance of second lien loans	43,865	0	0
Proceeds from issuance of simple agreements for future equity	23,660	45,192	10,000
Proceeds from the reverse recapitalization, net of transaction costs	26,239	0	0
Proceeds from exercise of stock options	1,422	172	292
Payments for deferred offering costs	(16,618)	0	0
Net cash provided by financing activities	219,926	43,126	12,029
Proceeds from issuance of Series A cumulative redeemable convertible preferred stock	145,000	0	0
Proceeds from exercise of common stock warrants	77	0	0
Net change in cash	34,052	(11,047)	(14,535)
Cash – beginning of period	18,159	29,206	43,741
Cash – end of period	52,211	18,159	29,206
Components of cash and restricted cash at period end:
Cash and cash equivalents	50,761	16,709	27,756
Restricted cash	1,450	1,450	1,450
Total cash and cash equivalents and restricted cash	52,211	18,159	29,206
Supplemental disclosure of non-cash activities
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities	1,360	118	0
Conversion of second lien loans into common stock in connection with reverse recapitalization	67,379	0	0
Settlement of transaction costs in common stock in connection with reverse recapitalization	12,500	0	0
Exchange of simple agreements for future equity for second lien loan	10,000	0	0
Cash paid for interest	3,303	4,561	4,606
Net exercise of warrants in connection with reverse recapitalization	8,891	0	0
Issuance of non-redemption common stock in connection with reverse recapitalization	3,220	0	0
Liabilities assumed from reverse recapitalization	31	0	0
Cash paid for income taxes	0	3	5
Operating lease right-of-use asset obtained in exchange for operating lease liability upon modification of operating lease	0	1,881	2,388
Operating lease right-of-use asset obtained in exchange for operating lease liability upon new operating lease	0	1,146	0
Proceeds from exercise of stock options in prepaid and other current assets	12	0	14
Issuance of common stock in connection with a debt agreement	499	0	0
Proceeds from exercise of common stock warrants included in prepaid and other current assets	9	0	0
Redeemable Preferred Stock Conversion [Member]
Supplemental disclosure of non-cash activities
Conversion of redeemable preferred stock into common stock in connection with reverse recapitalization	170,648	0	0
SAFE Conversion [Member]
Supplemental disclosure of non-cash activities
Conversion of simple agreements for future equity into common stock in connection with reverse recapitalization	$ 263,036	$ 0	$ 0

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) shares in Thousands	12 Months Ended
	Dec. 31, 2025 shares
New shares issued during period (in shares)	6,250,000

Stock-based Compensation - Schedule of stock-based compensation recorded in the Company's statements of operations and comprehensive loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share - Based Compensation	$ 19,082	$ 5,550	$ 5,399	$ 19,082	$ 5,550	$ 5,399
Research and development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share - Based Compensation	7,405	3,482	3,270
General and administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share - Based Compensation	10,104	1,405	1,658
Selling and Marketing [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share - Based Compensation	1,096	454	289
Truck and freight operations [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share - Based Compensation	$ 477	$ 209	$ 182

Consolidated Balance Sheets (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,980,000,000	265,000,000
Common stock, outstanding (in shares)	175,440,000	58,057,000
Common stock, issued (in shares)	175,440,000	58,057,000
New shares issued during period (in shares)	6,250,000,000
Series A cumulative redeemable convertible preferred stock [Member]
Par value (in dollars per share)	$ 0.0001	$ 0.0001
Par value,authorized (in shares)	20,000,000	0
Temporary equity, issued (in shares)	142,000	0
Temporary equity, outstanding (in shares)	142,000	0
Redeemable convertible preferred stock [Member]
Par value (in dollars per share)	$ 0.0001	$ 0.0001
Par value,authorized (in shares)	0	98,127,000
Temporary equity, issued (in shares)	0	62,240,000
Temporary equity, outstanding (in shares)	0	62,240,000

Reverse Recapitalization (Tables)

12 Months Ended

Dec. 31, 2025

Disclosure of Reverse Recapitalization [Abstract]

Schedule of common stock issued and outstanding

The number of shares of Kodiak common stock issued and outstanding following the consummation of the Merger 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

Summary Of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2025

Basis of Presentation

Use of Estimates

Risk and Uncertainties

Segment Reporting

basis for the purposes of allocating resources and evaluating financial performance. The

CODM

reviews significant segment expenses based on functional line items as disclosed in the consolidated statements of operations and comprehensive loss.

Cash and Cash Equivalents

Restricted Cash

Concentration of Risks


	December 31,
	2025			2024
Customer A		—	%		78	%
Customer B		89	%		—	%

Customers representing 10% or more of the Company’s revenue for the years ended December 31, 2025, 2024 and 2023 were as follows:


	Year Ended December 31,
	2025			2024			2023
Customer A		26	%		89	%		89	%
Customer B		46	%		—	%		—	%

Marketable Securities

available-for-sale

interest income and other, net

in the consolidated statements of operations and comprehensive loss. Unrealized gains or losses, net of taxes, if any, are included in

accumulated other comprehensive income

in the consolidated balance sheets and in

unrealized gains (losses) on marketable securities

in the consolidated statements of operations and comprehensive loss. Realized gains and losses on marketable securities, if any, are included in

interest income and other, net

. The cost of securities sold is determined based on the trade date using the specific identification method.

interest income and other, net

to the extent the fair value is less than the amortized cost basis. No impairment losses have been recognized on marketable securities in the periods presented.

Fair Value of Financial Instruments

•

Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

•

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.

Accounts Receivable

Property and Equipment, Net

Property and equipment, net is stat

ed a


	Useful life
Leasehold improvements		Shorter of remaining useful life or lease term
Vehicles		5 years
Technology infrastructure		3 years
Equipment and hardware		3 - 5 years
Other		3 - 5 years

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, including property and equipment and operating le

ase

right-of-use

Leases

right-of-use

The Company has lease agreements with lease and

non-lease

Simple Agreements for Future Equity

other (expenses) income

in the Company’s consolidated statements of operations and comprehensive loss until settlement in connection with the reverse recapitalization.

Redeemable Convertible Preferred Stock

Revenue Recognition

•

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.

and on-site support.

30-day

payment terms.

Freight Delivery

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.

Ground Autonomy Solutions

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.

Practical Expedients and Policy Elections

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.

Research and Development

General and Administrative

Truck and Freight Operations

Truck and freight operations costs consist primarily of personnel costs, truck-related operational costs and DaaS operational infrastructure costs, including remote

and on-site support

and the depreciation of deployed Kodiak Driver hardware.

Sales and Marketing

Software Development Costs

Stock-based Compensation

•

Fair Value of Common Stock

•

Expected Term

time-to-vesting

and the contractual life of the award.

•

Expected Volatility

•

Risk-Free Interest Rate

– The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of award.

•

Expected Dividend

– The expected dividend yield assumption is zero as the Company has never paid and has no plans to pay dividends on the Company’s common stock in the foreseeable future.

Income Taxes

tax-return

may not accurately forecast actual outcomes. The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as a component of income taxes.

Basic and Diluted Net Loss Per Common Share

Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the

if-converted

Comprehensive Loss

Recently Adopted Accounting Standards

In December 2023, the FASB issued

ASU No. 2023-09,

Improvements to Income Tax Disclosures

(“ASU

2023-09”),

ASU 2023-09 on

January 1, 2025, on a prospective basis (see Note 16). The adoption did not have a material impact on the consolidated financial statements and related 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

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

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.

In December 2025, the FASB issued ASU

No. 2025-12,

Codification Improvements

(“ASU

2025-12”),

2025-12

is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods, with early adoption permitted on an

issue-by-issue

2025-12

will have on its financial statements and related disclosures.

Second Lien Loans

other (expenses) income

Emerging Growth Company Status

Warrants and Earn Out Securities

Warrant Liabilities

12 Months Ended

Dec. 31, 2025

Warrant Liabilities [Abstract]

Warrant Liabilities

11.	Warrant Liabilities

Common Stock Warrant Liabilities

As of December 31, 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 12), 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 5).

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 5).

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 13).

Upon the Closing, the Kodiak Assumed Warrants were remeasured and reclassified to equity as the criteria for equity classification were met.

Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of Property Plant and Equipment Useful life

Property and equipment, net is stat

ed a


	Useful life
Leasehold improvements		Shorter of remaining useful life or lease term
Vehicles		5 years
Technology infrastructure		3 years
Equipment and hardware		3 - 5 years
Other		3 - 5 years

Schedule of Product Information


	December 31,
	2025			2024
Customer A		—	%		78	%
Customer B		89	%		—	%

Schedules of Concentration of Risk

Customers representing 10% or more of the Company’s revenue for the years ended December 31, 2025, 2024 and 2023 were as follows:


	Year Ended December 31,
	2025			2024			2023
Customer A		26	%		89	%		89	%
Customer B		46	%		—	%		—	%

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($)
$ in Thousands

Total

Previously Reported [Member]

Redeemable Convertible Preferred Stock [Member]

Previously Reported [Member]

Redeemable Convertible Preferred Stock [Member]

Revision of Prior Period, Adjustment [Member]

Common Stock [Member]

Previously Reported [Member]

Common Stock [Member]

Revision of Prior Period, Adjustment [Member]

Additional Paid-in Capital [Member]

Previously Reported [Member]

Additional Paid-in Capital [Member]

Revision of Prior Period, Adjustment [Member]

Accumulated Deficit [Member]

Previously Reported [Member]

Accumulated Comprehensive Income (Loss) [Member]

Previously Reported [Member]

Share outstanding, beginning balance (in shares) at Dec. 31, 2022

62,240,000

93,963,000

57,205,000

86,360,000

Shareholder's equity, beginning balance at Dec. 31, 2022

$ (135,128)

$ 170,648

$ 6,596

$ 6,602

$ (141,740)

$ 10

Reverse recapitalization Share

(31,723,000)

(29,155,000)

Reverse recapitalization

$ 6

$ (6)

Issuance of common stock upon exercise of stock options

306

$ 571

306

Stock-based compensation

5,399

Correction of an immaterial error of redeemable convertible preferred stock warrants

(720)

Other comprehensive income (loss)

(10)

Net loss

(56,945)

Share outstanding, ending balance (in shares) at Dec. 31, 2023

62,240,000

57,776,000

Shareholder's equity, ending balance at Dec. 31, 2023

(187,098)

$ 170,648

11,581

(198,685)

Issuance of common stock upon exercise of stock options

172

$ 281

172

Stock-based compensation

5,550

Net loss

$ (69,459)

(69,459)

Share outstanding, ending balance (in shares) at Dec. 31, 2024

58,057,000

62,240,000

58,057,000

Shareholder's equity, ending balance at Dec. 31, 2024

$ (250,835)

$ 170,648

$ 6

17,303

(268,144)

Issuance of common stock upon exercise of stock options

1,434

$ 2,558

1,434

Stock-based compensation

19,452

Other comprehensive income (loss)

Net loss

(585,525)

Conversion of redeemable convertible preferred stock in connection with reverse recapitalization (in shares)

(62,240,000)

62,240,000

Conversion of redeemable convertible preferred stock in connection with reverse recapitalization

170,648

$ (170,648)

$ 6

170,642

Reverse recapitalization transaction, net of transaction costs (in shares)

^[1]

52,513,000

Reverse recapitalization transaction, net of transaction costs

^[1]

361,167

$ 5

361,162

Series A redeemable convertible preferred stock issued in connection with reverse recapitalization, net (in shares)

142

Series A redeemable convertible preferred stock issued in connection with reverse recapitalization, net

$ 223,185

Issuance of common stock in connection with debt financing

$ 499

$ 46

499

Issuance of common stock upon exercise of common stock warrants, Shares

6,250,000,000

26,000

Issuance of common stock upon exercise of common stock warrants

$ 86

Share outstanding, ending balance (in shares) at Dec. 31, 2025

175,440,000

142,000

175,440,000

Shareholder's equity, ending balance at Dec. 31, 2025

$ (283,052)

$ 223,185

$ 17

$ 570,578

$ (853,669)

$ 22

[1]	Excludes 6,250,000 shares legally issued and outstanding related to sponsor earn out securities (see Note 3).

Income Taxes - Schedule of effective income tax rate reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory rate, benefit	$ (122,960)	$ (14,586)	$ (11,958)
State income taxes, net of benefit	(14,600)	(5,318)	(4,881)
R&D credits	(5,119)	(3,084)	(3,022)
Nondeductible expenses		35	153
Stock-based compensation	110,014	2,566	1,618
Change in unrecognized tax benefits	1,035
Other	1,626	22	0
Change in valuation allowance	30,007	20,366	18,099
Income taxes	$ 3	$ 1	$ 9
Federal statutory rate, benefit, percent	21.00%
State income taxes, net of benefit, percent	2.50%
R&D credits,percent	0.90%
Stock-based compensation, percent	(18.80%)
Change in unrecognized tax benefits, percent	(0.20%)
Other, percent	(0.30%)
Change in valuation allowance, percent	(5.10%)
Effective tax rate, percent	0.00%

Segment Information (Details)	12 Months Ended
Segment Information (Details)	Dec. 31, 2025 segment
Number of reportable segments	1
Segment reporting, expense information used by CODM, description	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.
Segment reporting, CODM, profit (loss) measure, how used, description	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.

Leases (Tables)

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Schedule of future minimum lease payments for the Company's operating lease liabilities

As of December 31, 2025, future minimum lease payments for the Company’s operating lease liabilities were as follows (in thousands):


Year Ended December 31,	Amount
2026	$	2,605
2027		1,200
2028		839
2029		866
2030		898
Thereafter		670

Total undiscounted lease payments		7,078
Less: Imputed interest		(1,578	)

Present value of lease liabilities		5,500
Less: Operating lease liabilities, current		(1,916	)

Operating lease liabilities, non-current	$	3,584

Schedule of additional information related to operating leases

The following table summarizes additional information related to operating leases for the periods presented:


	December 31,
	2025			2024			2023
Weighted-average remaining lease term		4.1 years			4.6 years			5.2 years
Weighted-average discount rate		12.5	%		12.3	%		11.2	%
Cash payments made for operating leases (in thousands)	$	2,626		$	2,327		$	2,308

Stock-based Compensation - Schedule of fair value of stock options granted was estimated at the grant-date using the Black-Scholes option-pricing model (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility			59.40%
Expected term (in years)			6 years
Risk-free interest rate			4.20%
Expected dividend yield	0.00%	0.00%	0.00%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	91.10%	91.90%
Expected term (in years)	6 years 1 month 6 days	6 years 1 month 6 days
Risk-free interest rate	4.50%	4.30%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	84.20%	87.00%
Expected term (in years)	3 years 10 months 24 days	5 years 1 month 6 days
Risk-free interest rate	3.80%	3.60%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Debt - Schedule of Company's future minimum principal payments under its debt arrangements (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Registration Payment Arrangement [Line Items]
2026	$ 11,067
2027	808
2028	8,378
2029	20,000
2030	2,867
Total principal debt payments and final payment fee	43,120
Debt unamortized debt discount	(978)
Debt instruemnt final payment fee	(1,199)
Debt, current portion	(11,065)
Debt, net of current portion	29,878
Other Debt [Member]
Registration Payment Arrangement [Line Items]
2026	1,067
2027	808
2028	8,378
2029	20,000
2030	2,867
Total principal debt payments and final payment fee	33,120
Debt unamortized debt discount	(978)
Debt instruemnt final payment fee	(1,199)
Debt, current portion	(1,065)
Debt, net of current portion	29,878
Second Lien Loans [Member]
Registration Payment Arrangement [Line Items]
2026	10,000
2027	0
2028	0
2029	0
2030	0
Total principal debt payments and final payment fee	10,000
Debt unamortized debt discount	0
Debt instruemnt final payment fee	0
Debt, current portion	(10,000)
Debt, net of current portion	$ 0

Stockholders' Deficit - Schedule Of Common Stock Reserved For Future Issuance (Details)
shares in Thousands

Dec. 31, 2025

Common Stock Reserved For Future Issuance [Line Items]

Common stock

241,607

Outstanding stock options [Member]

Common Stock Reserved For Future Issuance [Line Items]

Common stock

55,438

Shares available for issuance under equity incentive plan [Member]

Common Stock Reserved For Future Issuance [Line Items]

Common stock

25,709

Common stock warrants [Member]

Common Stock Reserved For Future Issuance [Line Items]

Common stock

65,226

^[1]

Earn Out Securities [Member]

Common Stock Reserved For Future Issuance [Line Items]

Common stock

74,998

Cumulative Redeemable Convertible Preferred Stock [Member]

Common Stock Reserved For Future Issuance [Line Items]

Common stock

14,597

^[2]

Shares Available For Issuance Under The ESPP [Member]

Common Stock Reserved For Future Issuance [Line Items]

Common stock

5,639

[1]	Common stock warrants include both equity-classified and liability-classified warrants (see Note 11).
[2]	Includes shares issuable for accrued interest paid-in-kind (see Note 12).

Stock-based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

14.	Stock-based Compensation

Legacy Kodiak 2018 Equity Incentive Plan

Prior to the Merger, the Company granted stock-based awards under its 2018 equity incentive plan (the “2018 Plan”), including restricted stock and incentive or nonqualified stock options to employees, directors, and service providers. As of the Closing, the 2018 Plan was replaced by the Kodiak 2025 Equity Incentive Plan (the “2025 EIP”), and no further awards may be granted under the 2018 Plan.

The 2018 Plan continues to govern the terms of all outstanding awards granted thereunder. Outstanding options generally have a contractual term of 10 years (five years for 10% stockholders) and a four-year vesting schedule, typically consisting of a

one-year

cliff followed by monthly vesting thereafter.

2025 Equity Incentive Plan

On September 23, 2025, the Company’s stockholders approved and adopted 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 Plan replaced the 2018 Plan, which expired as to future grants as of the Closing.

RSUs granted under the 2025 EIP generally have an approximately four-year vesting schedule, typically consisting of a

one-year

cliff for new hire grants and a

six-month

cliff for subsequent awards to existing employees, followed by quarterly vesting thereafter. As of December 31, 2025, 25,709,273 shares of the Company’s common stock were available for future grant 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 December 31, 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		11,305			7.10
Exercised		(2,558	)		0.56
Forfeited		(1,958	)		1.32
Expired		(508	)		0.61

Outstanding as of December 31, 2025		55,438		$	1.90		7.0	$	500,376

Exercisable as of December 31, 2025		34,480		$	0.74		6.0	$	351,119

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.

The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2025, 2024, and 2023 was $6.11 ,$0.64 and $0.41 per share, respectively. The total grant-date fair value of stock options that vested during the years ended December 31, 2025, 2024, and 2023 was $10.7 million, $3.3 million and $1.9 million, respectively. As of December 31, 2025, total unrecognized compensation expense related to unvested options was $63.1 million, which the Company expects to recognize over an estimated weighted-average period of 2.9 years.

Fair Value of Stock Options

The fair value of stock options granted was estimated at the grant-date using the Black-Scholes option-pricing model using the following assumptions:


	Year Ended December 31,
	2025	2024	2023
Expected volatility	84.2% – 91.1%	87.0% – 91.9%		59.4%
Expected term (in years)	3.9 – 6.1	5.1 – 6.1		6.0
Risk-free interest rate	3.8% – 4.5%	3.6% – 4.3%		4.2%
Expected dividend yield	—	—		—

Stock Option Modification

On November 16, 2025, the Company agreed to accelerate certain unvested stock option awards and extend the post-termination exercise period for one such award in connection with the departure of a company officer. The modification resulted in total incremental expense of $3.2 million, of which $3.0 million was recognized as stock-based compensation for the year ended December 31, 2025.

Restricted Stock Units

RSUs activity under the Company’s equity incentive plan was as follows:


	Unvested RSUs Outstanding
	Number of RSUs (in thousands)			Weighted–Average Grant-Date Fair Value
Outstanding as of December 31, 2024		—		$	—
Granted		2,624			5.91
Vested		—			—
Forfeited		(2	)		5.91

Outstanding as of December 31, 2025		2,622		$	5.91

As of December 31, 2025, total unrecognized compensation expense related to unvested RSUs was $14.9 million, which the Company expects to recognize over an estimated weighted-average period of 4.1 years.

Stock-based Compensation

Total stock-based compensation recorded in the Company’s consolidated statements of operations and comprehensive loss was as follows (in thousands):


	Year Ended December 31,
	2025		2024		2023
Research and development	$	7,405	$	3,482	$	3,270
General and administrative		10,104		1,405		1,658
Truck and freight operations		477		209		182
Sales and marketing		1,096		454		289

Total stock-based compensation	$	19,082	$	5,550	$	5,399

Stock-based compensation included in capitalized equipment and construction in progress costs was approximately $0.4 million as of December 31, 2025, and was not material as of December 31, 2024 and 2023.