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0001853138S-1trueAmendment Description: On September 24, 2025 (the “Closing Date”), we consummated the previously announced business combination pursuant to that certain Business Combination Agreement, dated April 14, 2025 (the “Business Combination Agreement”), by and among AACT, Legacy Kodiak, and AAC II Merger Sub, Inc., a Delaware corporation (“Merger Sub”). The Business Combination Agreement and related transactions were approved at an Extraordinary General Meeting of AACT’s shareholders held on September 23, 2025.Pursuant to the terms of the Business Combination Agreement and as described in the section titled “Domestication Proposal” beginning on page 166 of the final prospectus and definitive proxy statement, dated August 29, 2025 (as supplemented by that certain Proxy Statement/Prospectus Supplement No. 1, dated September 15, 2025, and that certain Proxy Statement/Prospectus Supplement No. 2, dated September 23, 2025, the “Proxy Statement/Prospectus”) and filed with the Securities and Exchange Commission (the “SEC”), on September 23, 2025, AACT changed its jurisdiction of incorporation by deregistering as an exempted company registered under the laws of the Cayman Islands and registering AACT by way of continuation and domestication as a corporation incorporated under the laws of the State of Delaware in accordance with the Plan of Domestication included as Annex B of the Proxy Statement/Prospectus (the “Domestication”). Upon effectiveness of the Domestication, AACT changed its name to “Kodiak AI, Inc.,” and on September 24, 2025, a business combination between AACT and Legacy Kodiak was effected through the merger of Merger Sub with and into Legacy Kodiak, with Legacy Kodiak surviving as a wholly owned subsidiary of Kodiak (the “Merger” and, together with the Domestication and the other transactions contemplated by the Business Combination Agreement, including the PIPE (as defined below), the Series A Preferred Investment and the issuance of the Non-Redemption Agreement Warrants, Non-Redemption Agreement Shares and Legacy Kodiak Advisor Shares, the “Business Combination”).In connection with the Domestication, (i) each AACT Class A Ordinary Share issued and outstanding at the time of the Domestication converted, on a one-for-one basis, into one share of Common Stock, (ii) each redeemable warrant to purchase AACT Class A Ordinary Shares, exercisable to purchase one AACT Class A Ordinary Share at an exercise price of $11.50 (each, an “AACT Public Warrant”), and each non-redeemable warrant to purchase AACT Class A Ordinary Shares owned by the SPAC Sponsor, each exercisable to purchase one AACT Class A Ordinary Share at an exercise price of $11.50 (each, an “AACT Private Placement Warrant” and, together with the AACT Public Warrants, the “AACT Warrants”), issued and outstanding at the time of the Domestication, converted on a one-for-one basis into a warrant exercisable to acquire one share of Common Stock on the same terms as the AACT Warrants (each, a “Public Warrant” and “Private Placement Warrant”) pursuant to the Warrant Agreement, dated as of April 20, 2023, by and between AACT and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), and (iii) each Unit sold at the IPO, each consisting of one AACT Class A Ordinary Share and one-half of one AACT Public Warrant, issued and outstanding immediately prior to the Domestication was cancelled and each holder of a Unit became entitled to one share of Common Stock and one-half of one Public Warrant. No fractional Public Warrants were issued upon such cancellation. Pursuant to the Warrant Agreement, the exercise price of the Private Placement Warrants and the Public Warrants were adjusted to $9.28 on October 20, 2025.The AACT Class A Ordinary Shares, AACT Public Warrants and Units were listed on the New York Stock Exchange (the “NYSE”) under the symbols “AACT,” “AACT WS” and “AACT.U,” respectively and were voluntarily delisted from the NYSE on September 24, 2025, in connection with the closing of the Business Combination (the “Closing”).Following the consummation of the Domestication and in connection with the Closing, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock, par value $0.000001 per share, of Legacy Kodiak (“Legacy Kodiak Common Stock”) issued and outstanding immediately prior to the Effective Time, including all shares of Legacy Kodiak Common Stock issued in respect of the Simple Agreements for Future Equity outstanding with Legacy Kodiak (each, a “SAFE”) that converted to Legacy Kodiak Common Stock prior to the Effective Time and the Second Lien Conversion Shares (as defined below) was converted into the right to receive a number of shares of Common Stock pursuant to the Business Combination Agreement (the “Per Share Merger Consideration”), (ii) each unexercised warrant to purchase shares of Legacy Kodiak Common Stock (each, a “Legacy Kodiak Warrant”) issued and outstanding prior to the Effective Time were either (1) vested and net exercised in exchange for shares of Legacy Kodiak Common Stock in accordance with its terms and cancelled or (2) assumed and became a comparable warrant to purchase shares of Common Stock (each, an “Assumed Kodiak Warrant”) pursuant to the terms of such warrant; and (iii) each unexercised option to purchase shares of Legacy Kodiak Common Stock (each, a “Legacy Kodiak Option”) whether vested or unvested, issued and outstanding immediately prior to the Effective time was converted into a comparable option to purchase a number of shares of Common Stock equal to the product of (1) the number of shares of Legacy Kodiak Common Stock subject to such Legacy Kodiak Option immediately prior to the Closing multiplied by (2) the Per Share Merger Consideration (rounded down to the nearest whole share, with no cash being payable for any fractional share eliminated by such rounding), at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the per share exercise price of the corresponding Legacy Kodiak Option immediately prior to the Closing divided by (y) the Per Share Merger Consideration (rounded up to the nearest whole cent). At the Closing, Kodiak issued an aggregate of 161,754,941 shares of Common Stock to the securityholders of Legacy Kodiak (the “Legacy Kodiak Securityholders”), 558,559 Legacy Kodiak Warrants were assumed by Kodiak and became Assumed Kodiak Warrants and the Legacy Kodiak Options were exchanged for comparable options to purchase shares of Common Stock (“Exchanged Kodiak Options”) that were exercisable into an aggregate of 55,989,712 shares of Common Stock at a weighted average exercise price of $1.88 per share. No fractional shares of Common Stock were issued upon the exchange of Legacy Kodiak Common Stock.Under the Business Combination Agreement, Legacy Kodiak Securityholders will be entitled to receive or are eligible to receive, on a pro rata basis, up to an aggregate of 75,000,000 shares of Common Stock (the “Legacy Kodiak Earn Out Shares”) and restricted stock units (the “Earn Out RSUs” and, together with the Legacy Kodiak Earn Out Shares, the “Earn Out Securities”) that will be issued or vest, respectively, upon achievement of certain milestones during the Earn Out Period (as defined below) and, in the case of the Earn Out RSUs, satisfaction of certain service-based vesting requirements. The Legacy Kodiak Earn Out Shares will be issued upon achievement of the applicable milestones. The Earn Out RSUs were issued shortly following Closing. An initial 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Common Stock equals or exceeds $18.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Triggering Event I Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event I”). An additional 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Common Stock equals or exceeds $23.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Triggering Event II Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event II”). The remaining 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Common Stock equals or exceeds $28.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Triggering Event III Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event III”). The “Earn Out Period” means the time period beginning on the Closing Date and ending on the earlier of September 24, 2029 and the consummation of a Change of Control (as defined in the Business Combination Agreement).If during the Earn Out Period there is a Change of Control that will result in: (i) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then Triggering Event I shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control; (ii) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event II Threshold, then Triggering Event II shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control; and (iii) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event III Threshold, then Triggering Event III shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control.In addition, pursuant to the Sponsor Support Agreement with AACT and Legacy Kodiak, dated as of April 14, 2025, 50% of the shares of Common Stock held by the SPAC Sponsor following the Domestication (the “SPAC Sponsor Earn Out Shares”) are subject to vesting and will vest upon the occurrence of Triggering Event I during the Earn Out Period. If, during the Earn Out Period, there is a Change of Control that will result in holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then the Sponsor Earn Out Securities shall vest as of immediately prior to the consummation of the Change of Control.Concurrently with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, AACT entered into subscription agreements with certain institutional and accredited investors (the “PIPE Investors” and the subscription agreements, the “Subscription Agreements”), pursuant to which the PIPE Investors agreed to purchase shares of Common Stock at a price per share equal to the Redemption Price (the “PIPE Shares”) for an aggregate commitment amount of $60.0 million (the “PIPE”). In addition, on September 15, 2025, in connection with a financing effort related to the Business Combination, AACT entered into subscription agreements with the Preferred Investors (each subscription agreement a “Preferred Subscription Agreement”) for an aggregate purchase price of $145.0 million. Pursuant to the Preferred Subscription Agreements, the Preferred Investors agreed, among other things, to purchase, at the Closing, shares of Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 9.99% Series A Cumulative Convertible Preferred Stock (“Certificate of Designation”) and PIPE Warrants to purchase a number of shares of Common Stock, equal to 125% of the number of shares into which such shares of Common Stock underlying the Series A Preferred Stock were convertible on the Closing Date, each initially exercisable at a price of $12.00 per share. One of the Preferred Investors is also a PIPE Investor who previously entered into a Subscription Agreement for an aggregate purchase price of $50.0 million in connection with a commitment to purchase PIPE Shares, which Subscription Agreement was amended and restated in the form of a Preferred Subscription Agreement in connection with such Preferred Investor’s Series A Preferred Investment. As a result of such amendment and restatement, the obligation of such Preferred Investor to purchase the $50.0 million of PIPE Shares was replaced with the obligation to purchase the Preferred Stock and PIPE Warrants. In connection with the Closing, certain PIPE Investors’ $10.0 million aggregate subscription amount was deemed satisfied and offset by their holdings of AACT Class A Ordinary Shares that were not redeemed from AACT’s trust account. At the Closing, we issued an aggregate of 142,155 shares of Preferred Stock and PIPE Warrants to purchase an aggregate of 17,769,375 shares of Common Stock to the Preferred Investors, in exchange for $145.0 million in gross proceeds.Concurrently with the execution of the Business Combination Agreement, certain institutional and accredited investors entered into the Second Lien Loan and Security Agreement with Legacy Kodiak to provide financing of $28.3 million in the form of Second Lien Loans, including $20.0 million from the SPAC Sponsor Affiliate Investor. In connection with entering the Second Lien Loan and Security Agreement, and immediately prior to the execution and delivery of the Business Combination Agreement, the SPAC Sponsor Affiliate Investor exchanged its $10.0 million SAFE for a $10.0 million Second Lien Loan (such borrowings, together with any accrued and unpaid interest thereon, the “Exchanged SAFE Loan”). Immediately prior to the Closing, an aggregate amount of $43.9 million in Second Lien Loans had been funded, a portion of which was funded by the Co-Invest Investor and a former officer of AACT and current director of Kodiak. Further, on August 25, 2025, Legacy Kodiak entered into a Second Amendment to the Second Lien Loan and Security Agreement pursuant to which the SPAC Sponsor Affiliate Investor agreed to invest an aggregate of up to $20.0 million in delayed draw Second Lien Loans (“SPAC Sponsor Affiliate Delayed Draw Loans”), which Legacy Kodiak could draw in four $5.0 million increments prior to Closing. No amounts were drawn under the SPAC Sponsor Affiliate Delayed Draw Loans. In connection with the Series A Preferred Investment, Legacy Kodiak and AACT entered into a certain acknowledgement and agreement dated September 15, 2025 pursuant to which Legacy Kodiak and AACT determined that for purposes of the Second Lien Loan and Security Agreement, as of September 15, 2025, the conversion price of the Second Lien Loan for purposes of its conversion to shares of Common Stock in connection with the closing of the Business Combination shall be equal to $6.00. In connection with the Closing and prior to the Effective Time, all Second Lien Loans other than the Exchanged SAFE Loan converted into shares of Legacy Kodiak Common Stock (the “Second Lien Conversion Shares”), and such shares were subsequently converted into shares of Common Stock, as described above. At the SPAC Sponsor Affiliate Investor’s option and in accordance with the terms of the Second Lien Loan and Security Agreement, the Exchanged SAFE Loan was not converted into Common Stock, and such $10.0 million of borrowings remains outstanding. In addition, we issued the Legacy Kodiak Advisor Shares at 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 Business Combination.On September 22, 2025, AACT entered into non-redemption agreements (the “Non-Redemption Agreements”) with the Non-Redemption Agreement Investors in exchange for such investors’ agreement to not redeem (or to rescind their redemption request of) an aggregate of 3,319,712 AACT Class A Ordinary Shares in connection with the Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, we issued to each Non-Redemption Agreement Investor, as applicable, for no additional consideration, either (i) warrants to purchase shares of Common Stock, each initially exercisable at $12.00 per share (the “Non-Redemption Agreement Warrants”) or (ii) shares of Common Stock (the “Non-Redemption Agreement Shares”). At the Closing, pursuant to the Non-Redemption Agreements, we issued Non-Redemption Agreement Warrants to purchase an aggregate of 7,606,666 shares of Common Stock and an aggregate of 368,028 Non-Redemption Agreement Shares to the Non-Redemption Agreement Investors.On September 12, 2025, AACT provided written notice to the NYSE of its intention to voluntarily withdraw the listing of the AACT Class A Ordinary Shares, the AACT Public Warrants, and the Units from NYSE and list the Common Stock and Public Warrants on Nasdaq following, and subject to, the completion of the Business Combination. Upon the Domestication, all of the outstanding Units listed on NYSE under the symbol “AACT.U” separated into their component securities and, as a result, no longer trade as an independent security. The Common Stock and Public Warrants began trading on Nasdaq under the symbols “KDK” and “KDKRW,” respectively, on September 25, 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AsTable ~~filed~~of ~~with the Securities and Exchange Commission on October 10, 2025~~ Contents

~~No. 333-~~ As filed with the Securities and Exchange Commission on May 29, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

KODIAK AI, INC.

(Exact name of registrant as specified in its charter)


Delaware	7373	98-1592112
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1049 Terra Bella Avenue

Mountain View, California 94043

Tel: (650) 209-8005

(Address, including zip code, and telephone number, including area code, of registrant’s executive offices)

Jordan Coleman

Chief Legal and Policy Officer

1049 Terra Bella Avenue

Mountain View, California 94043

Tel: (650) 209-8005

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey Saper

Melissa Rick

Austin March

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304

Tel: (650) 493-9300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~12b~~Large accelerated filer ☐ Accelerated filer ☒ Non-2accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☒

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS Subject to Completion ~~October~~May 1029, ~~2025~~2026

~~184,793,179~~Secondary ~~Shares~~Offering of ~~Common Stock~~

1430,~~300~~769,~~000~~218 ~~Warrants to Purchase~~ Shares of Common Stock

This prospectus relates to the ~~issuance~~offer ~~by us,~~ and ~~the~~ resale by the selling securityholders identified in this prospectus (the “Selling Securityholders”), of ~~(i)~~ up to 4630,~~289~~769,~~055~~218 shares of our Common Stock, par value $0.0001 per share (“Common Stock”), ~~issuable~~consisting ~~upon conversion~~ of: ~~our 9.99% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share~~ (~~“Series~~i) Aup ~~Preferred Stock” and upon conversion~~ to ~~Common Stock~~15, ~~the “Preferred Conversion Shares”)~~384,609 ~~each~~shares ~~share~~ of ~~which is convertible into~~ Common Stock ~~based~~held onby ~~its Stated Value (as defined below), at an initial conversion price of $12.00, with~~ the ~~Stated~~Selling ~~Value~~Securityholders ~~and conversion price each being subject to adjustments, purchased by certain institutional and accredited investors~~ (~~each, a “Preferred Investor”) in a private placement that closed concurrently with~~ the ~~Business~~"2026 ~~Combination~~PIPE ~~(as defined elsewhere in this prospectus~~Shares"), atand ~~an original purchase price of $1,020.00 per share with an original stated value of $1,200 per share~~ (~~the “Stated Value”) (such private placement investments collectively, the “Series A Preferred Investment”), (~~ii) up to 2415,~~999~~384,~~990~~609 shares of Common Stock (the ~~“Public~~ "Warrant Shares”") issuable upon ~~the~~ exercise of ~~an aggregate of 24,999,990 redeemable~~ warrants (the “Public Warrants”), each of which is exercisable at a price of $11.50 per share, which resulted from the separation into its component securities of the units (“Units”) sold in the initial public offering (the “IPO”) of Ares Acquisition Corporation II, our legal predecessor and a Cayman Islands exempted company incorporated with limited liability (“AACT”), at an offering price of $10.00 per Unit, (iii) up to ~~15,568,887~~purchase ~~shares of Common Stock (the “Earn Out Shares”) issuable to certain securityholders (the “Legacy Kodiak Securityholders”), who held securities of Kodiak Robotics, Inc., a Delaware corporation (~~such ~~entity~~number ~~prior to the Business Combination, “Legacy Kodiak” and after the Business Combination, “Kodiak OpCo”), prior to the Business Combination, upon the achievement~~ of ~~certain milestones during the Earnout Period (as defined elsewhere in this prospectus), (iv) up to 17,769,375~~ shares ~~of Common Stock~~ (the ~~“PIPE~~"2026 ~~Warrant Shares”) issuable upon the exercise of an aggregate of 17,769,375 warrants (the “~~PIPE Warrants”") ~~issued~~held ~~for~~by ~~no additional consideration to~~ the ~~Preferred~~Selling ~~Investors in connection with the Series A Preferred Investment~~Securityholders, each ~~of which is~~ exercisable ~~for Common Stock~~ at an ~~initial~~exercise price of $126.00 ~~per share, subject to certain adjustments,~~ (~~v) up~~such tosecurities ~~14,300,000~~described ~~shares~~in ofclauses ~~our Common Stock~~ (~~the “Private Placement Warrant Shares”~~i), issuable upon the exercise of an aggregate of 14,300,000 warrants (the “Private Placement Warrants”), each of which is exercisable at a price of $11.50 per share, that were purchased by Ares Acquisition Holdings II LP (the “SPAC Sponsor”) in a private placement that closed simultaneously with the consummation of the IPO at a price of $1.00 per warrant and (viii) up ~~to 7~~collectively,~~606,666~~ ~~shares of Common Stock (~~the ~~“Non-Redemption~~"Resale ~~Agreement Warrant~~ Shares”") issuable upon the exercise of an aggregate of 7,606,666 warrants (the “Non-Redemption Agreement Warrants” and together with the PIPE Warrants, Private Placement Warrants and the Public Warrants, the “Warrants”), issued on substantially the same form as the PIPE Warrants pursuant to non-redemption agreements with certain unaffiliated third-party holders of AACT Class A Ordinary Shares (as defined below) in exchange for such stockholders’ agreement to not redeem (or to rescind their redemption request in respect of) an aggregate of 2,453,763 AACT Class A Ordinary Shares.

~~This~~The ~~prospectus~~2026 ~~also~~PIPE ~~relates~~Shares toand the ~~resale~~2026 ~~from~~PIPE ~~time~~Warrants towere ~~time~~issued byto the Selling Securityholders ofpursuant anto ~~aggregate~~that ofcertain 58Subscription Agreement,~~259,206~~ ~~shares~~dated ofMay ~~Common Stock~~7, ~~comprised of: (i) 38~~2026,~~657,638~~ ~~shares~~by ofand ~~Common~~between ~~Stock (~~the ~~“Consideration~~Company ~~Shares”) issued to certain Legacy Kodiak Securityholders as consideration in the Business Combination (as defined below)~~ and ~~which represent a portion of~~ the ~~merger~~applicable ~~consideration~~Selling ~~received by Legacy Kodiak~~ Securityholders ~~with an implicit value of approximately $11.45 per share,~~ (~~ii) 12,500,000 shares of Common Stock (~~the “~~SPAC~~2026 ~~Sponsor Contribution Shares~~PIPE”). ~~issued~~We toare registering the ~~SPAC~~Resale ~~Sponsor upon a conversion of an equal number of Class A Ordinary~~ Shares, ~~which~~pursuant ~~shares~~to ~~were~~registration ~~previously~~rights ~~converted~~granted byto the ~~SPAC~~Selling ~~Sponsor~~Securityholders ~~from an equal number of Class B ordinary shares of AACT initially purchased by the SPAC Sponsor~~ in aconnection ~~private~~with ~~placement prior to~~ the ~~IPO~~2026 ~~for an aggregate purchase price of $25,000, or approximately $0~~PIPE.~~002~~ ~~per share, which~~

~~includes~~The ~~6,250,000~~Selling ~~shares~~Securityholders ~~(the~~may ~~“SPAC~~sell ~~Sponsor Earn Out Shares”) that are subject to vesting and vest upon the occurrence of certain triggering events during the Earnout Period~~any, ~~(iii)~~all ~~3,591,627~~or ~~shares~~none of ~~Common Stock (~~the ~~“SPAC~~Resale ~~Sponsor Affiliate Investor~~ Shares”) ~~issued~~and towe ~~AAC~~do IInot ~~Holdings~~know IIwhen ~~LP,~~or anin ~~affiliate~~what ofamount the ~~SPAC~~Selling ~~Sponsor~~Securityholders ~~(the~~may ~~“SPAC~~sell ~~Sponsor~~their ~~Affiliate~~securities ~~Investor”),~~hereunder ~~upon~~following the ~~conversion~~date of athis convertible loan (a “Second Lien Loan”) pursuant to that certain Second Lien Loan and Security Agreement, as amended from time to time (the “Second Lien Loan and Security Agreement”), at an effective price of $6prospectus.00 ~~per~~The ~~share,~~Selling ~~(iv)~~Securityholders ~~2,050,394~~may ~~shares~~sell ~~of Common Stock (~~the ~~“Co-Invest~~securities ~~Investor~~described ~~Shares”)~~in ~~issued~~this toprospectus ~~AAC II Co-Invest LP (“Co-Invest Investor”), a vehicle owned by certain employees of Ares Management Corporation,~~ in ~~which~~ a ~~former~~number ~~officer and former director~~ of ~~AACT~~different isways ~~invested, upon the conversion of its Second Lien Loan pursuant to the Second Lien Loan~~ and ~~Security Agreement~~ at anvarying ~~effective price of $6~~prices.00 ~~per~~We ~~share,~~provide ~~(v)~~more ~~1,091,519~~information ~~shares~~about ofhow ~~Common Stock (~~the ~~“Legacy~~Selling ~~Kodiak~~Securityholders ~~Advisor~~may ~~Shares”)~~sell ~~issued~~their tosecurities anin ~~advisor to Legacy Kodiak (~~the ~~“Legacy~~section ~~Kodiak~~titled ~~Advisor”) in a private placement in satisfaction of $12.5 million of fees payable to such advisor at a price of approximately $11.45 per share, and (vi) 368,028 shares of Common Stock (the~~ “~~Non-Redemption~~Plan ~~Agreement Shares”) issued to certain unaffiliated third-party holders~~ of ~~AACT Class A Ordinary Shares (together with the holders of Non-Redemption Agreement Warrants, the “Non-Redemption Agreement Investors~~Distribution”) inappearing ~~exchange~~elsewhere ~~for such stockholders’ agreement to not redeem (or to rescind their redemption request~~ in ~~respect~~this ~~of) an aggregate of 865,949 AACT Class A Ordinary Shares~~prospectus.

~~This~~We ~~prospectus~~are ~~also~~not ~~relates~~offering toany shares of Common Stock and will not receive any of the ~~resale~~proceeds from ~~time~~the tosale ~~time~~of the securities by the Selling Securityholders. We will receive proceeds from the exercise of anthe ~~aggregate~~2026 PIPE Warrants if such warrants are exercised for cash. The exercise price of 14the 2026 PIPE Warrants is currently $6.00 per share. The closing price of our Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”) on May 28,~~300~~ 2026 was $7.11 per share. The likelihood that warrant holders will exercise the 2026 PIPE Warrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. To the extent the market price for our Common Stock is less than the then-effective exercise price per share of the 2026 PIPE Warrants,~~000~~ ~~Private~~we ~~Placement~~believe holders of such 2026 PIPE Warrants will be unlikely to exercise such 2026 PIPE Warrants. We will pay the expenses associated with registering the sales by the Selling Securityholders, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus.

~~The~~Our ~~Selling~~Common ~~Securityholders~~Stock ~~may~~is ~~sell~~listed ~~any,~~on ~~all~~Nasdaq orunder ~~none of~~ the ~~securities~~symbol “KDK,” and weour doPublic ~~not~~Warrants ~~know~~are ~~when~~listed oron ~~in what amount~~ the ~~Selling~~Nasdaq ~~Securityholders~~under ~~may sell their securities hereunder following~~ the ~~date~~symbol ~~of this prospectus~~“KDKRW.” ~~The~~On ~~Selling~~May ~~Securityholders~~28, ~~may~~2026, ~~sell~~ the ~~securities~~last ~~described~~quoted insale ~~this~~price ~~prospectus~~for inour aCommon ~~number~~Stock ofas ~~different~~reported ~~ways~~on ~~and~~the atNasdaq ~~varying~~was ~~prices~~$7.11 Weper ~~provide~~share ~~more~~and ~~information about how~~ the ~~Selling~~last ~~Securityholders~~quoted ~~may~~sale ~~sell~~price ~~their~~for ~~securities~~our inPublic ~~the~~Warrants ~~section~~as ~~titled~~reported ~~“Plan~~on ofthe ~~Distribution”~~Nasdaq ~~appearing~~was ~~elsewhere~~$1.19 inper ~~this prospectus~~warrant.

We will not receive any of the proceeds from the sale of the securities by the Selling Securityholders. We will receive proceeds from the exercise of the Warrants if such warrants are exercised for cash. However, the exercise price of the Private Placement Warrants and the Public Warrants is currently $11.50 per share, and the exercise price of the PIPE Warrants and Non-Redemption Agreement Warrants is initially $12.00 per share. For the Private Placement Warrants and the Public Warrants, if the volume-weighted average price of Common Stock from September 23, 2025 to October 20, 2025 is below $9.20, the exercise price will be adjusted to 115% of the higher of such volume-weighted average price or the effective price per share paid by the PIPE Investors with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock and PIPE Warrants, as determined in good faith by the Board in its sole discretion. For the PIPE Warrants and Non-Redemption Agreement Warrants, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following March 24, 2026 is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following June 24, 2026 is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $6.00. The closing price of our Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”) on October 7, 2025 was $8.33 per share. The likelihood that warrant holders will exercise the Warrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. To the extent the market price for our Common Stock is less than the then-effective exercise price per share of any Warrants, we believe holders of such Warrants will be unlikely to exercise such Warrants. We will pay the expenses associated with registering the sales by the Selling Securityholders, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus.

Prior to the extraordinary general meeting of AACT’s shareholders held on September 23, 2025 (the “Extraordinary General Meeting”), holders of 43,866,808 Class A ordinary shares, par value $0.0001 per share, of AACT (each an “AACT Class A Ordinary Share”) exercised their right to redeem their shares for cash at a redemption price of approximately $11.45 per share, for an aggregate redemption amount of $502.4 million, representing approximately 88.9% of the total AACT Class A Ordinary Shares then outstanding. The Selling Securityholders can sell, under this prospectus, up to 184,793,179 shares of Common Stock

constituting approximately 58.5% of our issued and outstanding Common Stock as of September 24, 2025, immediately after giving effect to the consummation of the Business Combination (assuming the exercise in full of all of the Warrants, the vesting or issuance of all of the shares issuable under the Business Combination Agreement, including the Earn Out Shares and the SPAC Sponsor Earn Out Shares, and the conversion of all of the Series A Preferred Stock based on a Stated Value of $1,200.00). Sales of a substantial number of shares of Common Stock in the public market by the Selling Securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could result in a significant decline in the public trading price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.

Despite such a decline in the public trading price, certain Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the lower price at which they purchased their shares and/or warrants compared to public investors and be incentivized to sell their securities when others are not. For example, based on the closing price of our Common Stock on October 7, 2025 of $8.33 per share, upon the sale of its shares of our Common Stock, the SPAC Sponsor may experience potential profit of up to $8.33 per share on the SPAC Sponsor Contribution Shares and may experience potential profit with regard to the Private Placement Warrant Shares if the price of our Common Stock exceeds the then-effective exercise price per share of the Private Placement Warrants. Furthermore, the SPAC Sponsor Affiliate Investor will experience profit of $2.33 per share if it sells the SPAC Sponsor Affiliate Investor Shares and the Co-Invest Investor will experience profit of $2.33 per share if they sell the Co-Invest Investor Shares. The Legacy Kodiak Securityholders obtained the Consideration Shares at a weighted average price of $0.43 per share of Legacy Kodiak Common Stock. Based on such weighted average price, the Legacy Kodiak Securityholders may experience profit of up to $8.04 per share if they sell the Conversion Shares and may experience additional profit if they receive and sell any Earn Out Shares associated therewith. The holders of Public Warrants may experience potential profit with regard to the Public Warrant Shares if the price of our Common Stock exceeds the then-effective exercise price per share of the Public Warrants. The Preferred Investors may experience potential profit if the price of our Common Stock exceeds the then-effective exercise price of the PIPE Warrants and the then-effective conversion price of the Preferred Conversion Shares. The Non-Redemption Agreement Investors may experience potential profit to the extent the sale of their Non-Redemption Agreement Shares or Non-Redemption Agreement Warrant Shares reduces the weighted average basis of such investors’ Common Stock below the price of our Common Stock.

Of the 184,793,179 shares of Common Stock that may be offered or sold by the Selling Securityholders identified in this prospectus, certain of our Selling Securityholders are subject to lockup restrictions with respect to 84,618,152 of those shares pursuant to our Bylaws and/or other agreements further described in the section titled “Certain Relationships, Related Party and Other Transactions” appearing elsewhere in this prospectus.

Our Common Stock is listed on Nasdaq under the symbol “KDK,” and our Public Warrants are listed on the Nasdaq under the symbol “KDKRW.” On October 7, 2025, the last quoted sale price for our Common Stock as reported on the Nasdaq was $8.33 per share and the last quoted sale price for our Public Warrants as reported on the Nasdaq was $1.20 per warrant.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 13 14 of this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , ~~2025~~2026.

Table of Contents

TABLE OF CONTENTS

	~~Page~~	Page
About This Prospectus		15
Market and Industry Data		26
Trademarks		47
Prospectus Summary		58
Risk Factors		1314
Cautionary Note Regarding Forward-Looking Statements		5758
Use of Proceeds		5960
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters		6061
Unaudited Pro Forma Condensed Combined Financial Information		61
Management’s Discussion and Analysis of Financial Condition and Results of Operations		62
Management’s Discussion and Analysis of Financial Condition and Results of Operations		80
Business		78
Business		97
Management		91
Management		115
Executive Compensation		101
Executive Compensation		124
Certain Relationships, Related Party and Other Transactions		119
Certain Relationships, Related Party and Other Transactions		143
Principal Securityholders		126
Principal Securityholders		150
Selling Securityholders		129
Selling Securityholders		153
Description of Capital Stock		132
Description of Capital Stock		157
Securities Act Restrictions on Resale of Securities		143
Securities Act Restrictions on Resale of Securities		169
Material U.S. Federal Income Tax Considerations		145
Material U.S. Federal Income Tax Considerations		171
Plan of Distribution		152
Plan of Distribution		178
Legal Matters		155
Legal Matters		182
Experts		155
Experts		182
Where You Can Find Additional Information		156
Where You Can Find Additional Information		183
Index to Financial Statements		F-1
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus or in any prospectus supplement or free writing prospectus prepared by us or on our behalf. WeNeither ~~have~~we ~~not~~nor the Selling Securityholders have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. WeThe Selling Securityholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Table of Contents

EXPLANATORY NOTE

Unless the context otherwise requires, “we,” “us,” “our,” “Kodiak” and the “Company” refer to Kodiak AI, Inc., a Delaware corporation (f/k/a Ares Acquisition Corporation II, a Cayman Islands exempted company), and its consolidated subsidiaries following the Closing (as defined below), references to “AACT” refer to Ares Acquisition Corporation II, a Cayman Islands exempted company, prior to the Closing, and references to “Legacy Kodiak” refer to Kodiak Robotics, Inc., a Delaware corporation, prior to the Closing and ~~references to “~~Kodiak ~~Opco” refer to Kodiak~~ Robotics, Inc., a Delaware corporation and wholly-owned subsidiary of Kodiak, after the Closing. All references herein to the “Board” refer to the board of directors of Kodiak.

On September 24, 2025 (the “Closing Date”), we consummated the previously announced business combination pursuant to that certain Business Combination Agreement, dated April 14, 2025 (the “Business Combination Agreement”), by and among AACT, Legacy Kodiak, and AAC II Merger Sub, Inc., a Delaware corporation (“Merger Sub”). The Business Combination Agreement and related transactions were approved at an Extraordinary General Meeting of AACT’s shareholders held on September 23, 2025.

Pursuant to the terms of the Business Combination Agreement and as described in the section titled “Domestication Proposal” beginning on page 166 of the final prospectus and definitive proxy statement, dated August 29, 2025 (as supplemented by that certain Proxy Statement/Prospectus Supplement No. 1, dated September 15, 2025, and that certain Proxy Statement/Prospectus Supplement No. 2, dated September 23, 2025, the “Proxy Statement/Prospectus”) and filed with the Securities and Exchange Commission (the “SEC”), on September 23, 2025, AACT changed its jurisdiction of incorporation by deregistering as an exempted company registered under the laws of the Cayman Islands and registering AACT by way of continuation and domestication as a corporation incorporated under the laws of the State of Delaware in accordance with the Plan of Domestication included as Annex B of the Proxy Statement/Prospectus (the “Domestication”). Upon effectiveness of the Domestication, AACT changed its name to “Kodiak AI, Inc.,” and on September 24, 2025, a business combination between AACT and Legacy Kodiak was effected through the merger of Merger Sub with and into Legacy Kodiak, with Legacy Kodiak ~~Opco~~ surviving as a wholly owned subsidiary of Kodiak (the “Merger” and, together with the Domestication and the other transactions contemplated by the Business Combination Agreement, including the PIPE (as defined below), the Series A Preferred Investment and the issuance of the Non-Redemption Agreement Warrants, Non-Redemption Agreement Shares and Legacy Kodiak Advisor Shares, the “Business Combination”).

In connection with the Domestication, (i) each AACT Class A Ordinary Share issued and outstanding at the time of the Domestication converted, on a one-for-one basis, into one share of Common Stock, (ii) each redeemable warrant to purchase AACT Class A Ordinary Shares, exercisable to purchase one AACT Class A Ordinary Share at an exercise price of $11.50 (each, an “AACT Public Warrant”), and each non-redeemable warrant to purchase AACT Class A Ordinary Shares owned by Ares Acquisition Holdings II LP (the "SPAC Sponsor"), each exercisable to purchase one AACT Class A Ordinary Share at an exercise price of $11.50 (each, an “AACT Private Placement Warrant” and, together with the AACT Public Warrants, the “AACT Warrants”), issued and outstanding at the time of the Domestication, converted on a one-for-one basis into a warrant exercisable to acquire one share of Common Stock on the same terms as the AACT Warrants (each, a “Public Warrant” and “Private Placement Warrant”) pursuant to the Warrant Agreement, dated as of April 20, 2023, by and between AACT and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), and (iii) each Unit sold at the IPO, each consisting of one AACT Class A Ordinary Share and one-half of one AACT Public Warrant, issued and outstanding immediately prior to the Domestication was cancelled and each holder of a Unit became entitled to one share of Common Stock and one-half of one Public Warrant. No fractional Public Warrants were issued upon such cancellation. Pursuant to the Warrant Agreement, if the ~~volume-weighted average price of our Common Stock from September 23, 2025 to October 20, 2025 is below $9.20, the~~ exercise price ~~per share~~ of the Private Placement Warrants and the Public Warrants ~~will~~were be adjusted to ~~115%~~$9.28 ofon ~~the~~October higher of such volume-weighted average price or the effective price per share paid by the PIPE Investors with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock and PIPE Warrants20, ~~as determined in good faith by the Board in its sole discretion~~2025.

The AACT Class A Ordinary Shares, AACT Public Warrants and Units were listed on the New York Stock Exchange (the “NYSE”) under the symbols “AACT,” “AACT WS” and “AACT.U,” respectively and were voluntarily delisted from the NYSE on September 24, 2025, in connection with the closing of the Business Combination (the “Closing”).

Following the consummation of the Domestication and in connection with the Closing, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock, par value $0.000001 per share, of Legacy Kodiak (“Legacy Kodiak Common Stock”) issued and outstanding immediately prior to the Effective Time, including all shares of Legacy Kodiak Common Stock issued in respect of the Simple Agreements for Future Equity outstanding with Legacy Kodiak (each, a “SAFE”) that converted to Legacy Kodiak Common Stock prior to the Effective Time and the Second Lien Conversion Shares (as defined below) was converted into the right to receive a number of shares of Common Stock pursuant to the Business Combination Agreement (the “Per Share Merger Consideration”), (ii) each unexercised warrant to purchase shares of Legacy Kodiak Common Stock (each, a “Legacy Kodiak Warrant”) issued and outstanding prior to the Effective Time were either (1) vested and net exercised in exchange for shares of Legacy Kodiak Common Stock in accordance with its terms and cancelled or (2) assumed and became a comparable warrant to purchase shares of Common Stock (each, an “Assumed Kodiak Warrant”) pursuant to the terms of such warrant; and (iii) each unexercised option to purchase shares of Legacy Kodiak Common Stock (each, a “Legacy Kodiak Option”) whether vested or unvested, issued and outstanding immediately prior to the Effective time was converted into a comparable option to purchase a number of shares of Common Stock equal to the product of (1) the number of shares of Legacy Kodiak Common Stock subject to such Legacy Kodiak Option immediately prior to the Closing multiplied by (2) the Per Share Merger Consideration (rounded down to the nearest whole share, with no cash being payable for any fractional share eliminated by such rounding), at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the per share exercise price of the corresponding Legacy Kodiak Option immediately prior to the Closing divided by (y) the Per Share Merger Consideration (rounded up to the nearest whole cent). At the Closing, Kodiak issued an aggregate of 161,754,941 shares of Common Stock to the securityholders of Legacy Kodiak (the “Legacy Kodiak Securityholders”), 558,559 Legacy Kodiak Warrants were assumed by Kodiak and became Assumed Kodiak Warrants and the Legacy Kodiak Options were exchanged for comparable options to purchase shares of Common Stock (“Exchanged Kodiak Options”) that were exercisable into an aggregate of 55,989,713 shares of Common Stock at a weighted average exercise price of $1.88 per share. No fractional shares of Common Stock were issued upon the exchange of Legacy Kodiak Common Stock.

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Following the consummation of the Domestication and in connection with the Closing, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock, par value $0.000001 per share, of Legacy Kodiak (“Legacy Kodiak Common Stock”) issued and outstanding immediately prior to the Effective Time, including all shares of Legacy Kodiak Common Stock issued in respect of the Simple Agreements for Future Equity outstanding with Legacy Kodiak (each, a “SAFE”) that converted to Legacy Kodiak Common Stock prior to the Effective Time and the Second Lien Conversion Shares (as defined below) was converted into the right to receive a number of shares of Common Stock pursuant to the Business Combination Agreement (the “Per Share Merger Consideration”), (ii) each unexercised warrant to purchase shares of Legacy Kodiak Common Stock (each, a “Legacy Kodiak Warrant”) issued and outstanding prior to the Effective Time were either (1) vested and net exercised in exchange for shares of Legacy Kodiak Common Stock in accordance with its terms and cancelled or (2) assumed and became a comparable warrant to purchase shares of Common Stock (each, an “Assumed Kodiak Warrant”) pursuant to the terms of such warrant; and (iii) each unexercised option to purchase shares of Legacy Kodiak Common Stock (each, a “Legacy Kodiak Option”) whether vested or unvested, issued and outstanding immediately prior to the Effective time was converted into a comparable option to purchase a number of shares of Common Stock equal to the product of (1) the number of shares of Legacy Kodiak Common Stock subject to such Legacy Kodiak Option immediately prior to the Closing multiplied by (2) the Per Share Merger Consideration (rounded down to the nearest whole share, with no cash being payable for any fractional share eliminated by such rounding), at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the per share exercise price of the corresponding Legacy Kodiak Option immediately prior to the Closing divided by (y) the Per Share Merger Consideration (rounded up to the nearest whole cent). At the Closing, Kodiak issued an aggregate of 161,754,941 shares of Common Stock to the securityholders of Legacy Kodiak (the “Legacy Kodiak Securityholders”), 558,559 Legacy Kodiak Warrants were assumed by Kodiak and became Assumed Kodiak Warrants and the Legacy Kodiak Options were exchanged for comparable options to purchase shares of Common Stock (“Exchanged Kodiak Options”) that were exercisable into an aggregate of 55,989,712 shares of Common Stock at a weighted average exercise price of $1.88 per share. No fractional shares of Common Stock were issued upon the exchange of Legacy Kodiak Common Stock.

Under the Business Combination Agreement, Legacy Kodiak Securityholders will be entitled to receive or are eligible to receive, on a pro rata basis, up to an aggregate of 75,000,000 shares of Common Stock (the “Legacy Kodiak Earn Out Shares”) and restricted stock units (the “Earn Out RSUs” and, together with the Legacy Kodiak Earn Out Shares, the “Earn Out Securities”) that will be issued or vest, respectively, upon achievement of certain milestones during the Earn Out Period (as defined below) and, in the case of the Earn Out RSUs, satisfaction of certain service-based vesting requirements. The Legacy Kodiak Earn Out Shares will be issued upon achievement of the applicable milestones. The Earn Out RSUs were issued shortly following Closing. An initial 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Common Stock equals or exceeds $18.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Triggering Event I Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event I”). An additional 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Common Stock equals or exceeds $23.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Triggering Event II Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event II”). The remaining 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Common Stock equals or exceeds $28.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Triggering Event III Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event III”). The “Earn Out Period” means the time period beginning on the Closing Date and ending on the earlier of September 24, 2029 and the consummation of a Change of Control (as defined in the Business Combination Agreement).

If during the Earn Out Period there is a Change of Control that will result in: (i) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then Triggering Event I shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control; (ii) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event II Threshold, then Triggering Event II shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control; and (iii) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event III Threshold, then Triggering Event III shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control.

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Securities shall be issued or vest immediately prior to the consummation of the Change of Control; and (iii) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event III Threshold, then Triggering Event III shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control.

In addition, pursuant to the Sponsor Support Agreement with AACT and Legacy Kodiak, dated as of April 14, 2025, 50% of the shares of Common Stock held by the SPAC Sponsor following the Domestication (the “SPAC Sponsor Earn Out Shares”) are subject to vesting and will vest upon the occurrence of Triggering Event I during the Earn Out Period. If, during the Earn Out Period, there is a Change of Control that will result in holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then the Sponsor Earn Out Securities shall vest as of immediately prior to the consummation of the Change of Control.

Concurrently with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, AACT entered into subscription agreements with certain institutional and accredited investors (the “PIPE Investors” and the subscription agreements, the “Subscription Agreements”), pursuant to which the PIPE Investors agreed to purchase shares of Common Stock at a price per share equal to the Redemption Price (the “PIPE Shares”) for an aggregate commitment amount of $60.0 million (the “PIPE”). In addition, on September 15, 2025, in connection with a financing effort related to the Business Combination, AACT entered into subscription agreements with the Preferred Investors (each subscription agreement a “Preferred Subscription Agreement”) for an aggregate purchase price of $145.0 million. Pursuant to the Preferred Subscription Agreements, the Preferred Investors agreed, among other things, to purchase, at the Closing, shares of Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 9.99% Series A Cumulative Convertible Preferred Stock (“Certificate of Designation”) and PIPE Warrants to purchase a number of shares of Common Stock, equal to 125% of the number of shares into which such shares of Common Stock underlying the Series A Preferred Stock were convertible on the Closing Date, each initially exercisable at a price of $12.00 per share. If the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following March 24, 2026 is less than the exercise price of the PIPE Warrants then in effect, the exercise price will be adjusted to the greater of (i) such volume weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following June 24, 2026 is less than the exercise price of the PIPE Warrants then in effect, the exercise price will be adjusted to the greater of (i) such volume weighted average price and (ii) $6.00. The conversion price of the Series A Preferred Stock is also subject to similar adjustments. One of the Preferred Investors is also a PIPE Investor who previously entered into a Subscription Agreement for an aggregate purchase price of $50.0 million in connection with a commitment to purchase PIPE Shares, which Subscription Agreement was amended and restated in the form of a Preferred Subscription Agreement in connection with such Preferred Investor’s Series A Preferred Investment. As a result of such amendment and restatement, the obligation of such Preferred Investor to purchase the $50.0 million of PIPE Shares was replaced with the obligation to purchase the Preferred Stock and PIPE Warrants. In connection with the Closing, certain PIPE Investors’ $10.0 million aggregate subscription amount was deemed satisfied and offset by their holdings of AACT Class A Ordinary Shares that were not redeemed from AACT’s trust account. At the Closing, we issued an aggregate of 142,155 shares of Preferred Stock and PIPE Warrants to purchase an aggregate of 17,769,375 shares of Common Stock to the Preferred Investors, in exchange for $145.0 million in gross proceeds.

Concurrently with the execution of the Business Combination Agreement, certain institutional and accredited investors entered into the Second Lien Loan and Security Agreement with Legacy Kodiak to provide financing of $28.3 million in the form of Second Lien Loans, including $20.0 million from the SPAC Sponsor Affiliate Investor. In connection with entering the Second Lien Loan and Security Agreement, and immediately prior to the execution and delivery of the Business Combination Agreement, the SPAC Sponsor Affiliate Investor exchanged its $10.0 million SAFE for a $10.0 million Second Lien Loan (such borrowings, together with any accrued and unpaid interest thereon, the “Exchanged SAFE Loan”). Immediately prior to the Closing, an aggregate amount of $43.9 million in Second Lien Loans had been funded, a portion of which was funded by the Co-Invest Investor and a former officer of AACT and current director of Kodiak. Further, on August 25, 2025, Legacy Kodiak entered into a Second Amendment to the Second Lien Loan and Security Agreement pursuant to which the SPAC Sponsor Affiliate Investor agreed to invest an aggregate of up to $20.0 million in delayed draw Second Lien Loans (“SPAC Sponsor Affiliate Delayed Draw Loans”), which Legacy Kodiak could draw in four $5.0 million increments prior to Closing. No amounts were drawn under the SPAC Sponsor Affiliate Delayed Draw Loans. In connection with the Series A Preferred Investment, Legacy Kodiak and AACT entered into a certain acknowledgement and agreement dated September 15, 2025 pursuant to which Legacy Kodiak and AACT determined that for purposes of the Second Lien Loan and Security Agreement, as of September 15, 2025, the conversion price of the Second Lien Loan for purposes of its conversion to shares of Common Stock in connection with the closing of the Business Combination

prior to the execution and delivery of the Business Combination Agreement, the SPAC Sponsor Affiliate Investor exchanged its $10.0 million SAFE for a $10.0 million Second Lien Loan (such borrowings, together with any accrued and unpaid interest thereon, the “Exchanged SAFE Loan”). Immediately prior to the Closing, an aggregate amount of $43.9 million in Second Lien Loans had been funded, a portion of which was funded by the Co-Invest Investor and a former officer of AACT and current director of Kodiak. Further, on August 25, 2025, Legacy Kodiak entered into a Second Amendment to the Second Lien Loan and Security Agreement pursuant to which the SPAC Sponsor Affiliate Investor agreed to invest an aggregate of up to $20.0 million in delayed draw Second Lien Loans (“SPAC Sponsor Affiliate Delayed Draw Loans”), which Legacy Kodiak could draw in four $5.0 million increments prior to Closing. No amounts were drawn under the SPAC Sponsor Affiliate Delayed Draw Loans. In connection with the Series A Preferred Investment, Legacy Kodiak and AACT entered into a certain acknowledgement and agreement dated September 15, 2025 pursuant to which Legacy Kodiak and AACT determined that for purposes of the Second Lien Loan and Security Agreement, as of September 15, 2025, the conversion price of the Second Lien Loan for purposes of its conversion to shares of Common Stock in connection with the closing of the Business Combination shall be equal to $6.00. In connection with the Closing and prior to the Effective Time, all Second Lien Loans other than the Exchanged SAFE Loan converted into shares of Legacy Kodiak Common Stock (the “Second Lien Conversion Shares”), and such shares were subsequently converted into shares of Common Stock, as described above. At the SPAC Sponsor Affiliate Investor’s option and in accordance with the terms of the Second Lien Loan and Security Agreement, the Exchanged SAFE Loan was not converted into Common Stock, and such $10.0 million of borrowings remains outstanding. In addition, we issued the Legacy Kodiak Advisor Shares at 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 Business Combination. 3

OnTable September 22, 2025, AACT entered into non-redemption agreements (the “Non-Redemption Agreements”) with the Non-Redemption Agreement Investors in exchange for such investors’ agreement to not redeem (or to rescind their redemption request of) an aggregate of 3,319,712 AACT Class A Ordinary Shares in connection with the Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, we issued to each Non-Redemption Agreement Investor, as applicable, for no additional consideration, either (i) warrants to purchase shares of Common Stock, each initially exercisable at $12.00 per share (the “Non-Redemption Agreement Warrants”) or (ii) shares of Common Stock (the “Non-Redemption Agreement Shares”). If the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following March 24, 2026 is less than the exercise price of the Non-Redemption Agreement Warrants then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following June 24, 2026 is less than the exercise price of the Non-Redemption Agreement Warrants then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $6.00. At the Closing, pursuant to the Non-Redemption Agreements, we issued Non-Redemption Agreement Warrants to purchase an aggregate of 7,606,666 shares of Common Stock and an aggregate of 368,028 Non-Redemption Agreement Shares to the Non-Redemption Agreement Investors. Contents

shall be equal to $6.00. In connection with the Closing and prior to the Effective Time, all Second Lien Loans other than the Exchanged SAFE Loan converted into shares of Legacy Kodiak Common Stock (the “Second Lien Conversion Shares”), and such shares were subsequently converted into shares of Common Stock, as described above. At the SPAC Sponsor Affiliate Investor’s option and in accordance with the terms of the Second Lien Loan and Security Agreement, the Exchanged SAFE Loan was not converted into Common Stock, and such $10.0 million of borrowings remains outstanding. In addition, we issued the Legacy Kodiak Advisor Shares at 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 Business Combination.

On September 22, 2025, AACT entered into non-redemption agreements (the “Non-Redemption Agreements”) with the Non-Redemption Agreement Investors in exchange for such investors’ agreement to not redeem (or to rescind their redemption request of) an aggregate of 3,319,712 AACT Class A Ordinary Shares in connection with the Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, we issued to each Non-Redemption Agreement Investor, as applicable, for no additional consideration, either (i) warrants to purchase shares of Common Stock, each initially exercisable at $12.00 per share (the “Non-Redemption Agreement Warrants”) or (ii) shares of Common Stock (the “Non-Redemption Agreement Shares”). At the Closing, pursuant to the Non-Redemption Agreements, we issued Non-Redemption Agreement Warrants to purchase an aggregate of 7,606,666 shares of Common Stock and an aggregate of 368,028 Non-Redemption Agreement Shares to the Non-Redemption Agreement Investors.

On September 12, 2025, AACT provided written notice to the NYSE of its intention to voluntarily withdraw the listing of the AACT Class A Ordinary Shares, the AACT Public Warrants, and the Units from NYSE and list the Common Stock and Public Warrants on Nasdaq following, and subject to, the completion of the Business Combination. Upon the Domestication, all of the outstanding Units listed on NYSE under the symbol “AACT.U” separated into their component securities and, as a result, no longer trade as an independent security. The Common Stock and Public Warrants began trading on Nasdaq under the symbols “KDK” and “KDKRW,” respectively, on September 25, 2025.

In connection with the consummation of the 2026 PIPE, the conversion price of the Company’s outstanding Series A Preferred Stock was adjusted to $6.00 per share and the exercise price of the PIPE Warrants and Non-Redemption Agreement Warrants was adjusted to $6.00 per share.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus.

Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus titled “Where You Can Find Additional Information.”

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MARKET AND INDUSTRY DATA

We are responsible for the disclosure contained in this prospectus. Unless otherwise indicated, information contained in this prospectus concerning the market and the industry in which we compete, including our market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, periodic industry publications, including from those listed below, as well as from filings of public companies in our industry, our knowledge of the markets for its services and solutions, and our assumptions made based on such sources and knowledge. This information and any estimates provided in this prospectus involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Notwithstanding the foregoing, we are liable for the information provided in this prospectus. Each publication, study and report is as of its original publication date (and not as of the date of this prospectus). While we are responsible for all of the disclosure in this prospectus and believe the third-party information and our internal research, data and estimates contained in this prospectus to be reliable, neither we nor our advisors have independently verified any third-party information nor has any independent source verified our internal research, data and estimates. The industry in which we engage or propose to engage is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this prospectus are subject to change based on various factors, including those described in the sections of this prospectus titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors—Risks Related to Our Business” and elsewhere in this prospectus.

The ~~sources~~source of the statistical data, estimates and market and industry data contained in this prospectus ~~are~~is identified by superscript notations and ~~are provided below~~is:

•U.S. ~~American~~Department ~~Trucking~~of ~~Associations~~Transportation, ~~ATA~~Preparing ~~U.S.~~for ~~Freight~~the ~~Transportation~~Future ~~Forecast~~of toTransportation-Automated ~~2035~~Vehicles 3.0, ~~January 2025~~2018.

~~• American Trucking Associations, American Trucking Trends 2024, September 2024.~~6

•Table ~~American~~of ~~Trucking Associations, ATA U.S. Freight Transportation Forecast to 2035, January 2025.~~Contents

• American Trucking Associations, Driver Shortage Update 2021, October 25, 2021.

• American Transportation Research Institute, An Analysis of the Operational Costs of Trucking: 2024 Update, June 2024.

• Bobby Samuels, The Economic Factors Fueling the Trucker Shortage, Vision Magazine, June 27, 2024.

• Center for Transportation Safety at the Texas A&M Transportation Institute, Analysis of Crash Data in the Texas Permian Basin, 2024.

• Federal Motor Carrier Safety Administration, Summary of Hours of Service Regulation, https://www.fmcsa.dot.gov/regulations/hours-service/summary-hours-service-regulations, last updated March 28, 2022.

• Federal Motor Carrier Safety Administration, The Large Truck Crash Causation Study-Analysis Brief, July 2007.

• Federal Motor Carrier Safety Administration, Safety and Fitness Electronic Records System.

• Goldilocks and the Three Dispatchers: Quantifying the Impact of Dispatcher Management on Truck Driver Performance, https://dspace.mit.edu/bitstream/handle/1721.1/130951/Proctor_Sousa_Jr_ project_Goldilocks_and_the_Three_Dispatchers.pdf, June 2021.

• Retailer Industry Leaders Association and McKinsey & Company, Retail Speaks. Retailer delivery speed goals as of 2022.

• The Business Research Company, Military Truck Global Market Report 2023, October 2023.

• Transport Topics, 2024 Essential Financial and Operating Information for the 100 Largest For-Hire Carriers in North America, 2024.

• U.S. Bureau of Labor Statistics, Civilian occupations with high fatal work injury rates, 2023, December 2024.

• U.S. Bureau of Labor Statistics, CPI Inflation Calculator. https://www.bls.gov/data/inflation_calculator.htm.

• U.S. Department of Transportation National Highway Traffic Safety Administration, Second Amended Standing General Order 2021-01, July 2021.

• U.S. Department of Transportation, Preparing for the Future of Transportation-Automated Vehicles 3.0, 2018.

• U.S. Department of Transportation Federal Motor Carrier Safety Administration, Waivers, Exemptions, and Pilot Programs Annual Report to Congress Fiscal Year 2022, April 2024.

• U.S. Department of Transportation, Motor Carrier Safety Progress Report Federal Motor Carrier Safety Administration, March 31, 2024.

• Verified Market Research, Mining and Mineral Logistics Global Market Size, Status and Forecast to 2032, July 2025.

• Verified Market Research, Oil and Gas Logistics Global Market Size, Status and Forecast to 2032, June 2025.

• Verified Market Research, Global Forest Product Logistics Market Global Market Size, Status and Forecast to 2032, June 2025.

• Verified Market Research, Road Freight Transportation Market Size and Forecast 2023-2031, July 2024.

TRADEMARKS

Our logo and trademarks appearing in this prospectus are our property. This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

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PROSPECTUS SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully, including our financial statements and the related notes and the sections titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus before deciding to invest in our securities.

Overview

Kodiak is a leading provider of physical artificial intelligence (“AI”), with a focus on AI-powered autonomous vehicle (“AV”) technology, that is designed to help tackle some of the toughest driving jobs. Our driverless solution can help address the critical problem of safely transporting goods in the face of unprecedented supply chain challenges. We believe that driverless trucks can enhance road safety, improve truck utilization, reduce costs, expand margins for fleet owners, alleviate supply chain pressures and create better jobs for truck drivers.

Kodiak’s vision is to become the trusted world leader in ~~autonomous~~physical ~~ground transportation~~AI. We are committed to a safer and more efficient future for all through the commercialization of driverless trucking at scale. To that end, we developed the Kodiak Driver, a virtual driver that combines advanced AI-powered software with modular and vehicle-agnostic hardware designed to help address our customers’ needs. The Kodiak Driver is a unified physical AI system powered by multiple parallel neural nets that continuously learns and adapts across domains for efficient, scalable autonomy.

The Kodiak Driver is not just an idea-it is operating without a human driver today. As of ~~August~~ March 31, ~~2025~~2026, Kodiak Driver-powered vehicles have logged over 323,~~000~~500 Cumulative Hours of Paid Driverless Operations ~~and driven over 3~~.~~0 million autonomous miles with a safety driver in the cab.~~

We built the Kodiak Driver with key technological advantages and differentiators that include: (i) our customer-focused design, engineered for maintainability and uptime; (ii) cutting-edge AI-powered software; (iii) independence from the high-definition (“HD”) maps common in the AV industry; (iv) a common technology platform that is built for scale and adaptable to nearly any modern ground vehicle; and (v) our approach to modular hardware and remote assistance. Notably, we have accomplished this in a highly capital-efficient manner.

We serve customers in ~~both~~the ~~commercial~~long-haul trucking, ~~and~~industrial ~~the~~trucking ~~public~~and ~~sector~~defense industries. In December 2024, we believe we achieved a historic milestone by becoming the first company to deploy customer-owned and -operated driverless trucks in commercial service. We delivered these driverless trucks to Atlas Energy Solutions (“Atlas”), an oil and gas logistics provider which operates these trucks in the oil-rich Permian Basin of West Texas and Eastern New Mexico. Following successful real-world operations and the achievement of key performance milestones, in March 2025, Atlas committed to deploying the Kodiak Driver on 100 Atlas-owned trucks, subject to the terms of the Atlas MSA. Additionally, we work with some of the largest fleets in the United States, including J.B. Hunt, Werner Enterprises, C.R. England and Martin Brower. As of ~~June 30~~March 31, ~~2025~~2026, our customers have utilized Kodiak-owned autonomous trucks to deliver more than 715,~~300~~600 revenue -generating loads across the southern United States.

The Kodiak Driver is also being utilized in the ~~public~~defense sector, where we believe it can support national security initiatives and critical government applications. WeTo date, we have recognized in aggregate approximately $30 million in revenue under contracts with the U.S. ~~Army~~military to adapt the Kodiak Driver for military vehicles. In early 2026, we were awarded a contract by the U.S. Marine Corps to integrate the Kodiak Driver into the Marine Corps’ Remotely Operated Ground Unit for Expeditionary Fires (ROGUE-Fires) carrier ground vehicle.

We expect to continue to grow our Driver-as-a-Service (“DaaS”) business model, which we launched in December 2024 in connection with our partnership with Atlas,. ~~under~~Under ~~which~~our DaaS model, our customers are provided with access to the Kodiak Driver on customer-owned and -operated vehicles. Under this model, we generate revenue through either a per-vehicle or per-mile license fee. This flexible approach to pricing is designed to align with our customers’ diverse operational models, while generating predictable, recurring revenue for us. By integrating the Kodiak Driver into customer-owned fleets, we expect to build an asset-light business that can scale with our customers’ growth. We first implemented the DaaS model with Atlas in its industrial domain. Currently, we charge

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~~access~~Table toof the Kodiak Driver on customer-owned and -operated vehicles. Under this model, we generate revenue through either a per-vehicle or per-mile license fee. This flexible approach to pricing is designed to align with our customers’ diverse operational models, while generating predictable, recurring revenue for us. By integrating the Kodiak Driver into customer-owned fleets, we expect to build an asset-light business that can scale with our customers’ growth. We first implemented the DaaS model with Atlas in its industrial domain. Currently, we charge our on-highway customers a traditional per-mile or per-load fee to deliver freight on Kodiak-owned autonomous trucks. We plan to transition those customers to our DaaS model once we commence on-highway driverless operations. Contents

~~Kodiak~~our ~~was~~long-haul ~~founded~~customers bya ~~autonomy~~traditional ~~industry~~per-mile ~~pioneer~~or ~~Don~~per-load ~~Burnette~~fee into ~~2018.~~deliver ~~Kodiak’s~~freight ~~management~~on ~~team~~Kodiak-owned ~~has~~autonomous ~~decades of collective experience across AI, robotics, and AV technology~~trucks. ~~Our~~We ~~team~~plan ofto ~~over~~transition ~~260~~those ~~employees~~customers ~~brings~~to ~~experience~~our ~~not~~DaaS ~~only~~model inonce ~~technology~~we ~~but~~commence ~~also~~long-haul ~~operations,~~driverless ~~trucking and defense~~operations.

Kodiak was founded by autonomy industry pioneer Don Burnette in 2018. Kodiak’s management team has decades of collective experience across AI, robotics, and AV technology. Our team of 386 employees, as of March 31, 2026, brings experience not only in technology but also operations, trucking and defense.

Corporate Information

Our principal executive offices are located at 1049 Terra Bella Avenue, Mountain View, CA 94043 and our phone number is (650) 209-8005. Our website is www.kodiak.ai. Information contained on, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Such risks include, but are not limited to, the following:

• AV technology is emerging and rapidly evolving and involves significant risks and uncertainties.

• We have ~~incurred~~a history of net losses ~~since inception~~ and may not be able to achieve or maintain profitability in the future.

• Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

• Our technology may have limited performance, and technology development and commercialization may take us longer to complete than we currently anticipate.

• Any failure to commercialize our solution at scale may have an adverse effect on our business, financial condition, and results of operations.

• We rely on a limited number of customers for a significant portion of our revenue.

• We depend on our commercial agreements with Atlas.

• AV technology presents the risk of significant injury, including fatalities.

• The Kodiak Driver, our virtual driver system that combines advanced AI-powered software with modular, vehicle-agnostic hardware, may not function as intended due to flaws or errors in our software, hardware, and systems, product defects, or due to human error.

• Any flaws or misuse of AV technology, whether actual or perceived, intended or inadvertent, by us or third parties, may adversely affect our business, financial condition, and results of operations.

• We operate in a highly competitive market, and we may be unable to compete effectively, including against competitors who may have greater resources.

• Our success is contingent on our ability to execute our DaaS business model, including by maintaining, managing, retaining, and expanding our existing customer relationships and obtaining new customers.

6•Recent and further changes in the tariff and trade policies of the United States or of other countries could increase manufacturing costs, decrease demand for our solution, disrupt supply chains, or otherwise adversely affect our business and financial condition.

•We ~~Recent~~depend ~~and~~on ~~further changes in~~ the ~~tariff~~experience and ~~trade~~expertise ~~policies~~ of ~~the~~our ~~United~~senior ~~States~~management ~~or of other countries could increase manufacturing costs~~team, ~~decrease demand for our solution~~engineers, ~~disrupt~~and ~~supply~~certain ~~chains,~~other orkey ~~otherwise adversely affect our business and financial condition~~employees.

~~• We depend on the experience and expertise of our senior management team, engineers, and certain other key employees.~~9

•Table ~~We rely on our third-party suppliers, OEMs, upfitters, service providers and partners, some~~ of ~~which are single or limited-source suppliers or providers of certain key components for, and services used in connection with, the Kodiak Driver.~~Contents

• We ~~are~~rely ~~subject~~on toour ~~substantial~~third-party ~~regulations~~suppliers, ~~including~~OEMs, ~~regulations~~upfitters, ~~governing~~service ~~motor~~providers ~~carriers~~and partners, some of which are single or limited-source suppliers or providers of certain key components for, and ~~autonomous~~services ~~vehicles~~used in connection with, the Kodiak Driver.

• We ~~may~~are ~~not~~subject ~~be able~~ to ~~adequately~~substantial ~~establish~~regulations, ~~maintain,~~including ~~protect,~~regulations ~~and~~governing ~~enforce~~motor ~~our~~carriers ~~technology~~ and ~~intellectual~~autonomous ~~property rights or prevent others from unauthorized use of our technology and intellectual property rights~~vehicles.

• We may not be ~~subject~~able to ~~intellectual~~adequately ~~property infringement claims~~establish, ~~which~~maintain, ~~whether meritless or not~~protect, ~~may be expensive~~ and ~~time~~enforce ~~consuming~~our totechnology ~~defend,~~and ~~distract~~intellectual ~~management,~~property ~~require~~rights usor toprevent ~~pay~~others ~~significant~~from ~~damages~~unauthorized ~~and~~use ~~limit~~of our ~~ability~~technology toand ~~use~~intellectual ~~certain~~property ~~technologies~~rights.

•We Amay ~~significant~~be ~~portion~~subject ofto ~~our~~intellectual ~~historical~~property ~~revenue~~infringement ~~has~~claims, ~~come~~which, ~~from~~whether ~~our~~meritless ~~contracts~~or ~~with~~not, ~~the~~may ~~public~~be ~~sector,~~expensive and ~~our~~time ~~failure~~consuming to ~~receive~~defend, ~~and~~distract ~~maintain~~management, ~~government~~require ~~contracts~~us orto ~~changes~~pay insignificant ~~the~~damages ~~contracting~~and orlimit ~~fiscal policies of the public sector may adversely affect~~ our ~~business,~~ability ~~financial~~to ~~condition,~~use ~~and~~certain ~~results of operations~~technologies.

•A Wesignificant ~~require~~portion ~~significant~~of ~~capital~~our historical revenue has come from our contracts with the U.S. Department of War (“DoW”), and our failure to ~~fund~~receive and maintain government contracts or changes in the contracting or fiscal policies of the U.S. government may adversely affect our ~~operations~~business, financial condition, and ~~growth~~results of operations.

•We ~~Real~~require orsignificant ~~perceived~~capital ~~inaccuracies~~to infund our ~~assumptions~~operations and ~~estimates to calculate certain metrics, including our Cumulative Hours of Paid Driverless Operations~~growth.

•Real ~~General~~or ~~business~~perceived ~~and~~inaccuracies ~~economic~~in ~~conditions,~~our assumptions and ~~risks~~estimates ~~related~~ to ~~the~~calculate ~~trucking,~~certain ~~industrial~~metrics, ~~oil~~including ~~and gas and public sector ecosystems, may adversely affect~~ our ~~business,~~Cumulative ~~financial~~Hours ~~condition,~~of ~~and~~Paid ~~results~~Driverless ~~of operations~~Operations.

•General ~~The~~business ~~sale~~and ofeconomic ~~securities~~conditions, ~~registered for resale in this prospectus~~ and ~~future~~risks ~~sales~~related ofto ~~substantial amounts of our Common Stock in~~ the ~~public~~long-haul ~~markets~~trucking, orindustrial ~~the~~trucking, ~~perception~~oil ~~that~~and ~~such~~gas ~~sales~~and ~~could~~defense ~~occur~~industries ecosystems, may ~~cause~~adversely ~~the~~affect ~~market price of~~ our ~~securities~~business, tofinancial ~~drop significantly~~condition, ~~even~~and ifresults ~~our~~of ~~business is doing well~~operations.

•The ~~There~~sale isof nosecurities ~~guarantee~~registered ~~that~~for ~~the~~resale ~~Public~~in ~~Warrants~~this ~~will~~prospectus ~~ever~~and befuture sales of substantial amounts of our Common Stock in the ~~money~~public markets, ~~and~~or ~~they~~the perception that such sales could occur, may ~~expire~~cause ~~worthless~~the market price of our securities to drop significantly, even if our business is doing well.

•There ~~Your~~is ~~Public~~no ~~Warrants~~guarantee ~~may~~that bethe ~~redeemed~~Public ~~prior~~Warrants towill ~~their~~ever ~~exercise~~be atin athe ~~time~~money, ~~that~~and isthey ~~disadvantageous~~may toexpire ~~you~~worthless.

•Your Public Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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

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

We have elected to use the 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 we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. We will elect to continue to utilize the extended transition period. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies. We will use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company.

THE OFFERING

Issuance of Common Stock

Shares of our Common Stock outstanding prior to exercise of all Warrants, conversion of the Series A Preferred Stock and issuance and vesting of the Earn Out Securities		181,207,392 shares
Shares of our Common Stock that may be issued upon exercise of all Warrants, conversion of the Series A Preferred Stock and issuance and vesting of the shares issuable under the Business Combination Agreement, including the Earn Out Shares		315,862,437 shares
Use of Proceeds		We will not receive any proceeds from the sale of our Common Stock and Warrants offered by the Selling Securityholders (the “Securities”). We will receive up to an aggregate of approximately $756.5 million, assuming the exercise in full of all of the Warrants covered by this prospectus for cash. We expect to use any net proceeds from the exercise of the Warrants for general corporate purposes. The closing price of our Common Stock on Nasdaq on October 7, 2025 was $8.33 per share. However, the exercise price of the Private Placement Warrants and the Public Warrants is currently $11.50 per share, and the exercise price of the PIPE Warrants and Non-Redemption Agreement Warrants is initially $12.00 per share. The likelihood that warrant holders will exercise the Warrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. To the extent the market price for our Common Stock is less than the then-effective exercise price per share of any Warrants, we believe holders of such Warrants will be unlikely to exercise such Warrants. For the Private Placement Warrants and the Public Warrants, if the volume-weighted average price of Common Stock from September 23, 2025 to October 20, 2025 is below $9.20, the exercise price will be adjusted to 115% of the higher of such volume-weighted average price or the effective price per share paid by the PIPE Investors with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock and PIPE Warrants, as determined in good faith by the Board in its sole discretion. For the PIPE Warrants and Non-Redemption Agreement Warrants, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading

day following March 24, 2026 is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following June 24, 2026 is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $6.00. Assuming the exercise prices of the Warrants are all reduced to the lowest price currently contemplated thereunder, we will receive an aggregate of approximately $453.6 million if all the Warrants covered by this prospectus are exercised in full for cash. See the section titled “Use of Proceeds” for more information.

Resale of Common Stock and Private Placement Warrants

Shares of Common Stock offered by the Selling Securityholders hereunder (representing the SPAC Sponsor Contribution Shares, the Consideration Shares, the Non-Redemption Agreement Shares, the Co-Invest Investor Shares, the Legacy Kodiak Advisor Shares, the SPAC Sponsor Affiliate Investor Shares, the Earnout Shares and the shares of Common Stock that may be issued pursuant to the exercise of the Warrants)		184,793,179 shares
Private Placement Warrants offered by the Selling Securityholders hereunder		14,300,000 Private Placement Warrants
Offering Price		The Selling Securityholders will determine when and how they will dispose of the Common Stock and Private Placement Warrants, the resale of which is being registered pursuant to the registration statement of which this prospectus forms a part.
Redemption		The Private Placement Warrants, PIPE Warrants and Non-Redemption Agreement Warrants are not redeemable by us. See the section titled “Description of Capital Stock—Warrants” for further discussion.
Risk Factors		See the section titled “Risk Factors” beginning on page 13 and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our Common Stock and Warrants.
Nasdaq Symbols		“KDK” for our Common Stock and “KDKRW” for our Public Warrants.

~~Lock-Up~~Table ~~Restrictions Of the 184,793,179 shares~~ of Common Stock that may be offered or sold by Selling Securityholders identified in this prospectus, certain of our Selling Securityholders are subject to lock-up restrictions with respect to 84,618,152 of those shares. Specifically, pursuant to our Bylaws, without the prior written consent of our Board and subject to certain customary and other exceptions, including exceptions that carve out shares of our Common Stock issued upon the conversion of the Second Lien Loans, other than those shares of our Common Stock issued to the SPAC Sponsor Affiliate Investor and to an entity affiliated with one of our directors, and 226 shares of Common Stock for each Legacy Kodiak Securityholder that was not an affiliate of Kodiak, each holder of shares of our Common Stock (i) issued as consideration pursuant to the Business Combination Agreement, including the Earn Out Securities and SPAC Sponsor Contribution Shares, (ii) issued upon the exercise of Exchanged Kodiak Options or Assumed Kodiak Warrants, (iii) issued to or owned by the SPAC Sponsor or by any directors or officers of AACT as of immediately prior to the Closing; or (iv) issued to directors, officers and employees of Kodiak or its subsidiaries (other than in connection with our Common Stock issued pursuant to the ESPP (as defined below)) (such shares described in the foregoing clauses (i) through (iv), the “Lockup Shares”), will not, through September 24, 2026, directly or indirectly, sell their shares of Common Stock. However, if the closing price of the Common Stock equals or exceeds $12.00 for 20 of 30 consecutive trading days commencing on or after February 21, 2026, then the transfer restrictions applicable to the Lockup Shares will expire.Contents

~~The~~million ~~number of shares of Common Stock outstanding is based on 181,207,392 shares of Common Stock~~ as of ~~September 24, 2025, immediately after giving effect to~~ the ~~consummation~~prior ofJune ~~the Business Combination~~30, ~~and~~or ~~excludes~~(2) the ~~following,~~date inon ~~each~~which ~~case~~we ashave ofissued ~~September~~more ~~24,~~than ~~2025~~$1.0 ~~and~~billion ~~immediately~~in ~~after~~non-convertible ~~giving~~debt ~~effect~~securities toduring the ~~consummation~~prior ofthree-year ~~the Business Combination, except as otherwise noted:~~ period.

•We ~~55,989,713~~have ~~shares~~elected ofto ~~our~~use ~~Common~~the ~~Stock~~extended ~~issuable~~transition ~~upon~~period for complying with new or revised accounting standards that have different effective dates for public and private companies until the ~~exercise~~earlier of ~~outstanding~~the ~~options~~date ~~under~~that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the ~~Kodiak~~extended ~~Robotics,~~transition ~~Inc~~period provided in the JOBS Act. ~~2018~~We ~~Equity~~will ~~Incentive~~elect ~~Plan~~to (continue to utilize the ~~“2018~~extended ~~Plan”)~~transition period. As a result, ~~which~~our ~~were~~financial ~~assumed~~statements inmay ~~connection~~not be comparable to companies that comply with the ~~Business~~new ~~Combination,~~or ~~with~~revised accounting pronouncements as of public company effective dates. The JOBS Act does not preclude an emerging growth company from adopting a ~~weighted~~new ~~average~~or ~~exercise~~revised ~~price~~accounting ofstandard $1earlier than the time that such standard applies to private companies.88 ~~per~~We ~~share;~~will use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company.

• 46,289,055 shares of our Common Stock issuable upon the conversion of the Series A Preferred Stock;

• 28,195,000 shares of our Common Stock reserved for future issuance under the Kodiak AI, Inc. 2025 Equity Incentive Plan (the “2025 Plan”);

• 24,999,990 shares of our Common Stock issuable upon the exercise of Public Warrants, with a current exercise price of $11.50 per share;

•Table ~~17,769,375 shares~~ of ~~our Common Stock issuable upon the exercise of PIPE Warrants, with a current exercise price of $12.00 per share;~~Contents

•THE ~~14,300,000 shares of our Common Stock issuable upon the exercise of the Private Placement Warrants, with a current exercise price of $11.50 per share;~~OFFERING

• 7,606,666 shares of our Common Stock issuable upon the exercise of Non-Redemption Agreement Warrants, with a current exercise price of $12.00 per share;


Common Stock That May Be Offered and Sold From Time to Time by the Selling Securityholders						Up to 30,769,218 shares of Common Stock, consisting of: (i) up to 15,384,609 shares of Common Stock held by the Selling Securityholders, and (ii) up to 15,384,609 shares of Common Stock issuable upon exercise of warrants to purchase such number of shares held by the Selling Securityholders, each exercisable at an exercise price of $6.00.

Terms of the Offering						The Selling Securityholders will determine when and how they will dispose of any shares of Common Stock.

Terms of the 2026 PIPE Warrants						The 2026 PIPE Warrants are exercisable for shares of Common Stock and expire on May 8, 2031. The 2026 PIPE Warrants include customary cash and, in certain limited circumstances following the effectiveness of a resale registration statement related to the shares underlying the 2026 PIPE Warrants, including the registration statement of which this prospectus forms a part, cashless exercise provisions. The 2026 PIPE Warrants are initially exercisable at $6.00 per share of Common Stock, subject to adjustment. See the section of this prospectus entitled “Description of Capital Stock.”

Use of Proceeds						We will not receive any proceeds from the sale of our Common Stock offered by the Selling Securityholders. We will receive up to an aggregate of approximately $92.3 million, assuming the exercise in full of all of the 2026 PIPE Warrants for cash at the current exercise price of $6.00 per share. We expect to use any net proceeds from the exercise of the 2026 PIPE Warrants for working capital and general corporate purposes.

						The closing price of our Common Stock on Nasdaq on May 28, 2026 was $7.11 per share. The likelihood that warrant holders will exercise the 2026 PIPE Warrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. To the extent the market price for our Common Stock is less than the then-effective exercise price per share of the 2026 PIPE Warrants, we believe holders of such 2026 PIPE Warrants will be unlikely to exercise such 2026 PIPE Warrants.

						See the section titled “Use of Proceeds” for more information.

Risk Factors						See the section titled “Risk Factors” beginning on page 14 and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our Common Stock.

Nasdaq Symbols						“KDK” for our Common Stock and “KDKRW” for our Public Warrants.

• 5,639,000 shares of our Common Stock reserved for future issuance under the Kodiak AI, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”); and

• 558,559 shares of our Common Stock issuable upon the exercise of Assumed Kodiak Warrants, with an exercise price of $2.24 per share.

Unless otherwise specified, the share calculations and ownership percentages set forth in this prospectus assume the following:

• the Series A Preferred Stock, if converted, converts to Common Stock at $12.00 per share, at a Stated Value of $1,200.00;

• the PIPE Warrants and Non-Redemption Agreement Warrants, if exercised, are exercised at $12.00 per share;

• all Warrants, if exercised, are exercised in cash.

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The number of shares of Common Stock outstanding is based on 199,400,662 shares of Common Stock as of May 15, 2026, and excludes the following, in each case as of May 15, 2026, except as otherwise noted:

•52,644,867 shares of our Common Stock issuable upon the exercise of outstanding options under the Kodiak Robotics, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), which were assumed in connection with the Business Combination, with a weighted average exercise price of $1.88 per share;

•30,276,125 shares of our Common Stock issuable upon the conversion of the Series A Preferred Stock;

•18,837,183 shares of our Common Stock reserved for future issuance under the Kodiak AI, Inc. 2025 Equity Incentive Plan (the “2025 Plan”);

•24,603,988 shares of our Common Stock issuable upon the exercise of Public Warrants, with a current exercise price of $9.28 per share;

•17,769,375 shares of our Common Stock issuable upon the exercise of PIPE Warrants, with a current exercise price of $6.00 per share;

•14,300,000 shares of our Common Stock issuable upon the exercise of the Private Placement Warrants, with a current exercise price of $9.28 per share;

•7,606,666 shares of our Common Stock issuable upon the exercise of Non-Redemption Agreement Warrants, with a current exercise price of $6.00 per share;

•7,455,905 shares of our Common Stock reserved for future issuance under the Kodiak AI, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”);

•558,559 shares of our Common Stock issuable upon the exercise of Assumed Kodiak Warrants, with an exercise price of $2.24 per share; and

•15,384,609 shares of our Common Stock issuable upon exercise of the 2026 PIPE Warrants.

Unless otherwise specified, the share calculations and ownership percentages set forth in this prospectus assume the following:

•the Series A Preferred Stock, if converted, converts to Common Stock at $6.00 per share, at an Accrued Value of $1,222.66, which amount will increase to $1,283.56 to the extent we declare the June 1, 2026 dividend as a payment-in-kind;

•the PIPE Warrants, Non-Redemption Agreement Warrants, and 2026 PIPE Warrants, if exercised, are exercised at $6.00 per share;

•all Warrants, if exercised, are exercised in cash.

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RISK FACTORS

Investing in our securities involves a high degree of risk. Before deciding to invest in or to maintain an investment in our securities, you should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus. Our business, as well as our reputation, financial condition, results of operations and price of our securities could also be adversely affected any of these risks and other risks and uncertainties not currently known to us or that we currently do not believe are material. In that event, the market price of our securities could decline, and you could lose part or all of your investment.

Risk Factor Summary

The following summary of risk factors should be carefully considered. These are not the only risks we face. Additional risks that are unknown or currently considered less significant may also affect our business or financial results. If any of these risks occur, our business, financial condition, results of operations, or stock price could be materially and adversely affected. For further details, please see the full discussion of risk factors below.

•AV technology is emerging and rapidly evolving and involves significant risks and uncertainties.

•We have a history of net losses, and may not be able to achieve or maintain profitability in the future.

•Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

•Our technology may have limited performance, and technology development and commercialization may take us longer to complete than we currently anticipate.

•Any failure to commercialize our solution at scale may have an adverse effect on our business, financial condition, and results of operations.

•We rely on a limited number of customers for a significant portion of our revenue.

•We depend on our commercial agreements with Atlas.

•AV technology presents the risk of significant injury, including fatalities.

•The Kodiak Driver, our virtual driver system that combines advanced AI-powered software with modular, vehicle-agnostic hardware, may not function as intended due to flaws or errors in our software, hardware, and systems, product defects, or due to human error.

•Any flaws or misuse of AV technology, whether actual or perceived, intended or inadvertent, by us or third parties, may adversely affect our business, financial condition, and results of operations.

•We operate in a highly competitive market, and we may be unable to compete effectively, including against competitors who may have greater resources.

•Our success is contingent on our ability to execute our DaaS business model, including by maintaining, managing, retaining, and expanding our existing customer relationships and obtaining new customers.

•Recent and further changes in the tariff and trade policies of the United States or of other countries could increase manufacturing costs, decrease demand for our solution, disrupt supply chains, or otherwise adversely affect our business and financial condition.

•We depend on the experience and expertise of our senior management team, engineers, and certain other key employees.

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•We rely on our third-party suppliers, OEMs, upfitters, service providers and partners, some of which are single or limited-source suppliers or providers of certain key components for, and services used in connection with, the Kodiak Driver.

•We are subject to substantial regulations, including regulations governing motor carriers and autonomous vehicles.

•We may not be able to adequately establish, maintain, protect, and enforce our technology and intellectual property rights or prevent others from unauthorized use of our technology and intellectual property rights.

•We may be subject to intellectual property infringement claims, which, whether meritless or not, may be expensive and time consuming to defend, distract management, require us to pay significant damages and limit our ability to use certain technologies.

•A significant portion of our historical revenue has come from our contracts with the U.S. Department of War (“DoW”) and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the U.S. Government may adversely affect our business, financial condition, and results of operations.

•We require significant capital to fund our operations and growth.

•Real or perceived inaccuracies in our assumptions and estimates to calculate certain metrics, including our Cumulative Hours of Paid Driverless Operations.

•General business and economic conditions, and risks related to the long-haul trucking, industrial trucking, oil and gas, and defense industries ecosystems, may adversely affect our business, financial condition, and results of operations.

•The sale of securities registered for resale and future sales of substantial amounts of our common stock in the public markets, or the perception that such sales could occur, may cause the market price of our securities to drop significantly, even if our business is doing well.

•There is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless.

•Your Public Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you.

Risks Related to Our Business

AV technology is an emerging and rapidly evolving technology and involves significant risks and uncertainties, any of which could impede or delay our ability to scale.

AV technology operates in environments where safety and precision are critical. There are a number of challenges in bringing a new and innovative technology to the market, including public perception of the technology and its performance and safety, long development cycles, specialized skills and expertise requirements of personnel, inconsistent and evolving regulatory frameworks, the potential for novel legal claims, and a need to build public trust in the real-world operations of an emerging technology. If we are delayed in overcoming, or are not able to overcome, these challenges, our commercial prospects, business, financial condition, and results of operations may be adversely affected, and we may not be able to sustain a viable business.

We may not succeed at commercial scale, or at all. The successful commercialization of the Kodiak Driver at scale involves many challenges and uncertainties, including:

• achieving acceptably safe autonomous performance as determined by us, our customers, government and regulatory agencies, our partners and the general public;

• continued development of the Kodiak Driver, including system design, product features, vehicle integrations and operating domain and geographical expansion, based on the needs of our customers;

• successfully completing system testing, validation, and to the extent required, safety approvals, including with respect to government and regulatory agencies and customer- or partner-specific requirements;15

•Table ~~maintaining relationships with third parties, including OEMs, third-party suppliers~~ of the component parts of the Kodiak Driver, upfitters, and other technology providers that support our product development and service providers and other third parties who support our commercialization strategy;Contents

•successfully ~~preserving~~completing ~~our~~system ~~core~~testing, ~~intellectual~~validation, ~~property rights~~ and ~~obtaining~~to ~~rights~~the ~~from~~extent ~~third~~required, ~~parties~~safety ~~for~~approvals, ~~intellectual~~including ~~property~~with ~~that~~respect ~~may be critical~~ to ~~our~~government ~~current~~ and ~~future~~regulatory ~~research~~agencies and ~~development~~customer- ~~activities~~or partner-specific requirements;

•maintaining ~~continuing~~relationships towith ~~fund~~third parties, including OEMs, third-party suppliers of the component parts of the Kodiak Driver, upfitters, large language model providers, and ~~maintain~~other technology providers that support our ~~technology~~product development ~~activities~~and ~~while~~service ~~scaling~~providers and other third parties who support our ~~commercial~~commercialization ~~operations~~strategy; ~~and~~

•preserving ~~obtaining~~our orcore ~~maintaining~~intellectual ~~approvals,~~property ~~licenses,~~rights orand ~~certifications~~obtaining rights from ~~regulatory~~third ~~agencies,~~parties iffor ~~required.~~intellectual property that may be critical to our current and future research and development activities;

We•continuing ~~have~~to ~~incurred~~fund ~~net losses since inception,~~ and wemaintain ~~may~~our ~~not~~technology ~~achieve~~development oractivities ~~maintain~~while ~~profitability~~scaling inour ~~the~~commercial ~~future.~~operations; and

We•obtaining ~~have~~or ~~incurred~~maintaining ~~net losses since our inception. During the 12 months ended December 31~~approvals, ~~2024 and 2023 and the six months ended June 30~~licenses, ~~2025,~~or wecertifications ~~incurred~~from ~~net~~regulatory ~~losses of approximately $69.5 million~~agencies, ~~$56.9 million,~~if ~~and $241~~required.9 million, respectively. We intend to continue making investments in our business, particularly with respect to scaling driverless commercial operations of the Kodiak Driver, which may take longer than we

13We have a history of net losses, and we may not be able to achieve or maintain profitability in the future.

We have a history of net losses and may not be able to achieve or maintain profitability in the future. During the years ended December 31, 2025 and 2024, we incurred net losses of $585.5 million and $69.5 million, respectively. We intend to continue making investments in our business, particularly with respect to scaling driverless commercial operations of the Kodiak Driver, which may take longer than we currently expect or may never occur. We expect such investments will include continued investments in sales and marketing, development of new product features, infrastructure, adoption of AI tools, expansion of our operations, and general and administrative functions, including legal, regulatory, compliance, security, and accounting expenses related to our business. These investments may not result in increased revenue or growth in our business and may contribute to future losses. We have incurred, and expect to incur in the future, losses for a number of reasons, including further investments in scaling our commercial operations, unexpected expenditures or costs, and the other risks described in this “Risk Factors” section. If we are unable to successfully address these risks as we encounter them, our business, financial condition, and results of operations may be adversely affected.

Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

WeLegacy ~~were~~Kodiak was founded in 2018, and since then we have been focused on developing driverless technology. We began driverless commercial operations in December 2024. Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. Risks and challenges we have faced or expect to face include our ability to:

• design, develop, test, and validate the Kodiak Driver for the variety of commercial applications and environments in which we plan to deploy, such as on-highway and off-highway operations, industrial applications, and ~~public~~defense ~~sector~~ applications and across a variety of vehicle types;

• produce and deliver our technology at an acceptable level of safety and performance;

• properly price our solution;

• plan for and manage our costs;

• hire, integrate, and retain talented people;

• forecast our revenue as well as budget for and manage our expenses;

• attract new partners and customers and retain and expand our deployment with existing partners and customers;

• navigate an evolving and complex regulatory environment;

~~• manage our supply chain and supplier relationships, including any tariff-related impacts on our supply chain;~~16

•Table ~~anticipate~~of ~~and respond to macroeconomic changes and changes in the markets in which we operate;~~Contents

•manage ~~maintain~~our supply chain and ~~enhance~~supplier ~~the~~relationships, ~~value~~including ofany ~~our~~tariff-related ~~reputation~~impacts ~~and~~on ~~brand~~our supply chain;

•anticipate ~~effectively~~and ~~manage~~respond ~~our~~to ~~growth~~macroeconomic changes and ~~business~~changes ~~operations,~~in ~~including~~ the ~~impacts~~markets ofin ~~unforeseen~~which ~~market~~we ~~changes on our business~~operate;

•maintain ~~develop~~ and ~~protect~~enhance ~~intellectual~~the ~~property;~~value of our reputation and brand;

•effectively ~~successfully~~manage ~~develop~~our ~~new~~growth ~~features, applications,~~ and ~~services~~business tooperations, ~~enhance~~including the ~~experience~~impacts of unforeseen market changes on our ~~customers.~~business;

•develop and protect intellectual property; and

•successfully develop new features, applications, and services to enhance the experience of our customers.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above, as well as those described elsewhere in this section titled “Risk Factors,” our business, financial condition and results of operations may be adversely affected. Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they may be if we had a longer operating history or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. We use assumptions regarding these risks and uncertainties to plan and operate our business. If our assumptions are incorrect or change, or if we do not address these risks successfully, our results of operations may differ materially from our expectations and our business, financial condition, and results of operations may be adversely affected.

Our technology may have limited performance, and technology development and commercialization may take us longer to complete than we currently anticipate.

Commercial operation of driverless technology requires that we meet very high reliability standards for safety, performance and uptime. We may be unable to release new features or customize products that meet our intended commercial use cases or customer requirements in a timely manner or at all, and therefore experience more limited monetization of our technology. We believe the Kodiak Driver can operate in a wide range of environments, including a variety of road conditions, speeds, weather and traffic patterns, as well as different truck types and truck loads. However, if the Kodiak Driver, or its hardware or software fails to perform at scale in such environments, or if our technology development takes longer than currently projected, our commercial competitiveness, prospects, business, financial condition and results of operations may be adversely affected.

Further, technological development or commercialization at scale has taken longer than initially anticipated in the AV industry. While we have successfully launched commercial operations with the Kodiak Driver in an off-highway setting, it may take us more time than anticipated to expand our safety case for driverless operations for on-highway scenarios, to scale across our areas of operations, or to establish and grow our existing or future customer or partner relationships. Our future business depends in large part on our ability to continue to develop and successfully commercialize the Kodiak Driver. Our ability to develop, deliver, and commercialize the Kodiak Driver at scale to support or perform autonomous and driverless operations on a variety of vehicle types and in a variety of conditions is still largely unproven. Any failure to meet our technological and commercialization objectives may adversely affect our business, financial condition, and results of operations.

The Kodiak Driver may not be accepted and adopted by the market, the public, regulators or other stakeholders at the pace we expect or at all.

AV technology is still nascent and is neither generally understood nor universally accepted. We are at risk of adverse publicity which may result in decreased customer demand for, public acceptance of, or increased regulatory concerns regarding our technology. If we cannot gain sufficient trust in our technology, we will be unable to commercialize to scale as intended. For example, we may experience adverse publicity or media reports that argue autonomous technology is replacing human jobs or disrupting the economy. Labor unions may also raise concerns about autonomous truck safety, displacing drivers or otherwise negatively affecting employment opportunities for their members. This has in the past resulted in, and could in the future result in, negative publicity, lobbying efforts to U.S. local, state, and federal authorities, or equivalent authorities in the foreign jurisdictions in which we seek to do business, to implement legislation or regulations that make it more difficult to operate our business or boycotts of us or our users. Such negative publicity, media attention, or the activities of labor or other interest groups may cause current and future partners or customers to limit or terminate their business with us, which may significantly impact our ability to grow our business.

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their members. This has in the past resulted in, and could in the future result in, negative publicity, lobbying efforts to U.S. local, state, and federal authorities, or equivalent authorities in the foreign jurisdictions in which we seek to do business, to implement legislation or regulations that make it more difficult to operate our business or boycotts of us or our users. Such negative publicity, media attention, or the activities of labor or other interest groups may cause current and future partners or customers to limit or terminate their business with us, which may significantly impact our ability to grow our business.

As the market for autonomous vehicles develops, the differences in the approaches of Kodiak and others may become more widely known to suppliers, insurers, regulators, and others. Until these distinctions are known and appreciated, the actions of a single market participant may be imputed to the autonomous industry as a whole. As such, as a result of any negative action or inaction by a third party, it is possible that suppliers, insurers, regulators, and others may refuse or cease to interact with or conduct business with the autonomous vehicle industry as a whole, including Kodiak.

If the market does not accept and adopt our services and technology at the pace we expect or at all, it may adversely affect our business, financial condition, and results of operations.

Any failure to commercialize our solution at scale may have an adverse effect on our business, financial condition, and results of operations.

We are a relatively new enterprise that is just beginning to commercially scale our business. For instance, in December 2024, we announced the delivery of our first Kodiak Driver-powered, customer-owned driverless trucks to Atlas. Following successful real-world operations and achievement of certain milestones, in March 2025, Atlas committed to deploying the Kodiak Driver on 100 Atlas-owned trucks, subject to the terms of a Master Services Agreement between us and Atlas, effective as of July 17, 2024 (as supplemented, the “Atlas MSA”). Relationships with Atlas and other current customers are important to our existing operations. We also need to both successfully scale driverless operations with Atlas and other customers and attract new customers to commercially scale our business. As part of our scaling efforts, we may encounter considerable challenges in entering new markets and undertaking sales and marketing activities, many of which are beyond our control. The likelihood of our success must be considered in light of these potential risks, expenses, complications, delays, and the competitive environment in which we operate. Consequently, there is substantial uncertainty that our business model will prove successful and sustainable. We may not be able to generate significant revenue or achieve profitability. In addition, any failure to commercialize our solutions within our projected timelines may adversely affect our business, financial condition and results of operations. Any investment in us is therefore highly speculative and may result in the loss of your entire investment.

trucks to Atlas Energy Solutions (“Atlas”). Following successful real-world operations and achievement of certain milestones, in March 2025, Atlas committed to deploying the Kodiak Driver on 100 Atlas-owned trucks, subject to the terms of a Master Services Agreement between us and Atlas, effective as of July 17, 2024 (as supplemented, the “Atlas MSA”). Relationships with Atlas and other current customers are important to our existing operations. We also need to both successfully scale driverless operations with other customers and attract new customers to commercially scale our business. As part of our scaling efforts, we may encounter considerable challenges in entering new markets and undertaking sales and marketing activities, many of which are beyond our control. The likelihood of our success must be considered in light of these potential risks, expenses, complications, delays, and the competitive environment in which we operate. Consequently, there is substantial uncertainty that our business model will prove successful and sustainable. We may not be able to generate significant revenue or achieve profitability. In addition, any failure to commercialize our solutions within our projected timelines may adversely affect our business, financial condition and results of operations. Any investment in us is therefore highly speculative and may result in the loss of your entire investment.

We rely on a limited number of customers for a significant portion of our revenue. The loss of, or a reduction in our commercial relationship with, any of those customers may adversely affect our business, financial condition, and results of operations.

A significant portion of our revenue has been generated from a limited number of customers, and we expect ~~that~~this concentration to continue in the near term. For example, for the years ended December 31, ~~2023~~2025, and 2024 ~~and the six months ended June 30~~, ~~2025,~~ we recognized revenue from the U.S. Army of $151.0 million, and $13.3 million ~~and $1.0 million~~, respectively, ~~which~~representing ~~represented 89~~26%, ~~89%~~ and 5189%, ~~respectively,~~ of our ~~revenues~~total revenue in ~~such~~those periods. While our contract with the U.S. Army was amended in connection with our work with the U.S. Marines and is still effective and the contract may be used for other work through its expiration onin October ~~21,~~ ~~2025~~2026, there are no currently a limited number of contracted deliverables to be completed. ~~Public~~Government ~~sector~~ contracts, and associated revenue, particularly those with the ~~U.S.~~DoW ~~Department of Defense (“DoD”)~~ and ~~the~~its ~~U.S.~~service ~~Army~~branches, can be episodic in nature and difficult to predict from period to period. ~~In 2024~~Further, we ~~partnered~~have ~~with~~historically ~~Atlas~~derived ~~and~~a ~~deployed~~significant ~~our~~portion ~~first~~of ~~Kodiak~~our ~~Driver-powered,~~defense ~~customer-owned~~revenue ~~trucks.~~from Incontracts ~~March~~pursuant ~~2025~~to ~~upon~~programs ~~the~~funded ~~achievement~~by ofgovernmental ~~certain milestones~~agencies, ~~Atlas~~such ~~committed~~as tothe ~~deploying~~DoW and the ~~Kodiak~~U.S. ~~Driver~~Army. onA ~~100~~prolonged ~~Atlas-owned~~federal ~~trucks,~~government ~~subject~~shutdown tomay negatively impact the ~~terms~~funding of, ~~the~~or ~~Atlas~~eliminate, ~~MSA.~~such ~~Until~~programs or other programs we ~~have~~may ~~scaled~~otherwise ~~our~~be ~~commercial~~able ~~operations~~to apply for or participate in, ~~on-highway~~and ~~operations~~shutdown and ~~other~~funding ~~applications~~related ofdelays in the ~~Kodiak~~contracting ~~Driver,~~process wemay ~~expect~~result in our ~~contract~~incurring ~~with~~substantial ~~Atlas~~labor toor ~~account~~other ~~for~~costs awithout ~~growing~~reimbursement, ~~portion~~all of ~~our~~which ~~revenue~~may asadversely weaffect ~~continue~~our tobusiness, ~~deploy~~financial ~~additional~~condition, ~~trucks~~and toresults ~~Atlas.~~of operations.

As we continue to scale our commercial business, the composition of our significant customers may vary. We believe our business, financial condition, and results of operations for the foreseeable future will continue to depend on the deployment of the Kodiak Driver by a relatively limited number of customers into their fleets. Consequently, our financial results may fluctuate significantly from period to period based on the actions of one or more significant customers. A customer may decide not to license the Kodiak Driver or take other actions that affect us for reasons that we cannot anticipate or control. Those reasons could relate to the customer’s financial condition, changes in the customer’s business strategy or operations, changes in technology, the introduction of alternative competing products, or the perceived quality or cost-effectiveness of the Kodiak Driver. Our customers may not perform as well as their competitors, which may cause them to delay or reduce the amount of business they do with us, which may in turn impact our business, financial condition and results of operations. Customers’ individual or aggregate needs may decline due to a number of factors, including supply chain challenges and macroeconomic conditions. Our agreements with customers may be cancelled, including for reasons outside of our control. In addition, our customers may seek to renegotiate the terms of agreements or renewals, or choose not to renew or expand their licenses of the Kodiak Driver. The loss of or a reduction in sales or anticipated sales to any customer or our inability to attract new significant customers and partners may adversely affect our business, financial condition, and results of operations. 18

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In 2024, we partnered with Atlas and deployed our first Kodiak Driver-powered, customer-owned trucks. In March 2025 upon the achievement of certain milestones, Atlas committed to deploying the Kodiak Driver on 100 Atlas-owned trucks, subject to the terms of the Atlas MSA. Until we have scaled our commercial operations in on-highway operations and other applications of the Kodiak Driver, we expect our contract with Atlas to account for a growing portion of our revenue as we continue to deploy additional trucks to Atlas. For example, for the three months ended March 31, 2026, we recognized revenue from Atlas of $1.5 million, which represented 82% of our total revenue.

Consequently, our financial results may fluctuate significantly from period to period based on the actions of one or more significant customers. A customer may decide not to license the Kodiak Driver or take other actions that affect us for reasons that we cannot anticipate or control. Those reasons could relate to the customer’s financial condition, changes in the customer’s business strategy or operations, changes in technology, the introduction of alternative competing products, or the perceived quality or cost-effectiveness of the Kodiak Driver. Our customers may not perform as well as their competitors, which may cause them to delay or reduce the amount of business they do with us, which may in turn impact our business, financial condition and results of operations.

Customers’ individual or aggregate needs may decline due to a number of factors, including supply chain challenges and macroeconomic conditions. Our agreements with customers may be cancelled, including for reasons outside of our control. In addition, our customers may seek to renegotiate the terms of agreements or renewals, or choose not to renew or expand their licenses of the Kodiak Driver. The loss of or a reduction in sales or anticipated sales to any customer or our inability to attract new significant customers and partners may adversely affect our business, financial condition, and results of operations.

We depend heavily on our commercial agreements with Atlas. If we are not able to maintain and expand our relationship with Atlas, our business, financial condition and results of operations may be adversely affected.

We are party to the Atlas MSA, pursuant to which we license to Atlas, through its logistics subsidiary, Fountainhead Logistics, LLC, the Kodiak Driver and provide related services, on Atlas-owned trucks. Under the Atlas MSA, Atlas subscribes to the Kodiak Driver, paying an annual fee per vehicle. A four-year term commences under the Atlas MSA on the date the vehicle upfitted with the Kodiak Driver is delivered to and accepted by Atlas. The Atlas MSA remains in effect so long as there are active licenses of the Kodiak Driver thereunder.

As of ~~June~~March 3031, ~~2025~~2026, Atlas is our sole customer with driverless vehicles integrated into their fleet. Until we have scaled our business, we expect the Atlas MSA to account for a significant and growing portion of our revenue. Although we anticipate that the Atlas MSA will generate revenue for us through the initial order of 100 Kodiak Driver-powered, Atlas-owned trucks and beyond, we may fail to satisfy our obligations under the Atlas MSA, Atlas may elect not to enter into additional orders for the Kodiak Driver, and we may not otherwise realize the anticipated benefits at the time or to the degree we anticipate, or at all. The loss of all or a portion of the revenue attributable to the Atlas MSA may adversely affect our business, financial condition and results of operations. Further, while Atlas is contractually obligated to deploy the Kodiak Driver on 100 Atlas-owned trucks at an agreed-upon schedule which may be adjusted by the mutual agreement of Kodiak and Atlas, Atlas is not required to license the Kodiak Driver in any additional trucks beyond this figure. Atlas may also license the Kodiak Driver slower than anticipated or seek a delay or defer delivery of Kodiak Driver-powered trucks, which may be exacerbated by the volatility and swings in productivity that have historically affected oil and gas industry participants. For example, Atlas is evaluating deploying the Kodiak Driver on a new truck platform beginning in the third quarter of 2026. As a result of this platform transition and associated procurement timelines, we may extend the deployment schedule for Atlas’s initial 100-truck commitment into 2027.

Atlas has certain contractual rights in the MSA that could prevent, in limited circumstances, the Kodiak Driver being licensed to its competitors both performing transportation services and geographic locations where Atlas operates. Furthermore, both we and Atlas have the ability to terminate the Atlas MSA under certain circumstances. ~~If Atlas terminates the Atlas MSA or does not elect to license more than 100 Kodiak Drivers, our business, financial condition, results of operations, and prospects may be adversely affected.~~

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If Atlas terminates the Atlas MSA or does not elect to license more than 100 Kodiak Drivers, our business, financial condition, results of operations, and prospects may be adversely affected.

AV technology presents the risk of significant injury, including fatalities. Any incidents with our technologies could cause us to be subject to product liability claims that may result in significant direct or indirect costs and could adversely affect our brand image in our target markets, all of which may adversely affect our business, financial condition and results of operations.

AV technology presents the risk of significant injury, including fatalities. We may be subject to claims if our technology is involved in a crash and people are injured or allege to be injured or our technology causes or is alleged to have caused property damage. The occurrence of any errors or defects in our products may make us liable for damages and legal claims. In addition, we may incur significant costs to correct such issues, potentially including product recalls. Any negative publicity related to the perceived quality of our technology may affect our brand image, customer demand, and regulator and public trust. Also, liability claims may result in litigation, including class actions, the occurrence of which may be costly, lengthy and distracting and may adversely affect our business, financial condition and results of operations.

Any product recall or material incident in the future may result in adverse publicity, damage our brand and reputation and may adversely affect our business, financial condition and results of operations. In the future, we may voluntarily or involuntarily initiate a recall if any vehicles powered by our AV technology prove to be defective or non-compliant with applicable ~~Federal Motor Vehicle Safety Standards (“~~FMVSSs”). Such recalls involve significant expense and diversion of management attention and other resources, which may adversely affect our brand image in our target markets, as well as our business, financial condition, and results of operations.

Once we scale our commercial operations, we may be required to obtain specialized insurance, which may not be available to the capacity or on the terms that we require to achieve the economics we expect. Further, any insurance that we carry may not be sufficient or it may not apply to all situations. Similarly, our customers and partners may be subjected to claims as a result of such accidents and bring legal claims against us. Any of these events may adversely affect our brand, relationships with customers and partners, business, financial condition, and results of operations.

insurance that we carry may not be sufficient or it may not apply to all situations. Similarly, our customers and partners may be subjected to claims as a result of such accidents and bring legal claims against us. Any of these events may adversely affect our brand, relationships with customers and partners, business, financial condition, and results of operations.

The Kodiak Driver may not function as intended due to flaws or errors in our software, hardware, and systems, product defects, or due to human error, which may adversely affect our business.

Our AV technology is highly technical and complex and may contain undetected flaws, errors or vulnerabilities that may adversely affect our business, particularly to the extent such flaws, errors or vulnerabilities are not detected and remedied quickly. Certain errors or defects in our solutions may only be discovered after they have been tested, commercialized, and deployed. We have from time to time found defects and errors in our software and hardware, internal systems, manual processes, and technical integrations with third-party systems, including as a result of updates to our software, hardware and systems. Additionally, new errors or vulnerabilities may be introduced in the future. In connection with any such defects or errors, we may also face government inquiries or investigations, recalls and litigation, including with respect to personal injury or property damage. As a result of such defects or errors, we may incur additional costs or expenses to remediate the issues. We rely on component and product suppliers to manufacture components incorporated into the Kodiak Driver. As a result, our control over production and distribution is limited, and it is uncertain what effect such diminished control may have on the quality of our products. If there are defects in the manufacture of our hardware components, we may face similar negative publicity, investigations, and litigation, and we may not be fully compensated by our suppliers for any financial or other liability that we suffer as a result. As our business grows in size and complexity, these risks may increase.

We may also provide incremental releases of software updates and functional enhancements for our solutions, which increase the possibility of errors. The solutions we provide are designed to process complex environments and control complex components, all with high data loads and fast processing speeds. Any errors, data leaks, security breaches or incidents, disruptions in services, or other performance problems with our solutions caused by external or internal actors may hurt our reputation and damage our and our customers’ businesses. Such incidents may disrupt the proper functioning of our solutions, cause errors, result in loss or unavailability of, unauthorized access to, or disclosure of, proprietary, confidential or otherwise sensitive data of us or our customers, or other destructive outcomes. Moreover, errors in our hardware or software design or manufacture may cause product safety issues. Any of the foregoing issues may lead to product recalls, result in costly and time-consuming efforts to redesign and redistribute our products, give rise to regulatory inquiries and investigations, and result in reimbursement obligations, lawsuits and other liabilities and losses, any of which may adversely affect our business, financial condition and results of operations.

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to, or disclosure of, proprietary, confidential or otherwise sensitive data of us or our customers, or other destructive outcomes. Moreover, errors in our hardware or software design or manufacture may cause product safety issues. Any of the foregoing issues may lead to product recalls, result in costly and time-consuming efforts to redesign and redistribute our products, give rise to regulatory inquiries and investigations, and result in reimbursement obligations, lawsuits and other liabilities and losses, any of which may adversely affect our business, financial condition and results of operations.

Any flaws or misuse of AV technology, whether actual or perceived, intended or inadvertent, by us or third parties, may adversely affect our business, financial condition and results of operations.

AV technology is in the early stages of development and will continue to evolve. Similar to many innovations, AV technology presents risks and challenges. Some of those risks and challenges include potential misuse by third parties which negatively impact public confidence, violate applicable laws and regulations, or undermine safety. Such misuse may affect customer perception, public opinion, and the views of policymakers and regulators and result in decreased adoption of autonomous technology. While we have adopted a series of measures to prevent misuse of our technologies, we cannot assure you that any of our existing and future measures will be sufficient, effective, or that our technologies will not be misused or applied in a way that is inconsistent with our intention or public expectations.

Furthermore, any inappropriate or abusive usage of AV technology, whether actual or perceived, intended or inadvertent, and whether by us or by third parties, or flaws or deficiencies in AV technology, actual or perceived, in our solution or those of our competitors, may impair the general acceptance of autonomous technology by society, attract negative publicity and adversely affect our reputation, violate applicable laws and regulations. Any such misuse could subject us to legal or administrative proceedings, pressures from stockholders and/or labor organizations, and other public interest groups or heightened scrutiny by regulators. Each of the foregoing events may adversely affect our business, financial condition, and results of operations.

society, attract negative publicity and adversely affect our reputation, violate applicable laws and regulations. Any such misuse could subject us to legal or administrative proceedings, pressures from stockholders and/or labor organizations, and other public interest groups or heightened scrutiny by regulators. Each of the foregoing events may adversely affect our business, financial condition, and results of operations.

Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and cybersecurity, which may result in loss of confidence in us and our solutions and adversely affect our business, financial condition, and results of operations.

There have been reports of vehicles being “hacked” to grant access to and operation of the vehicles to unauthorized persons. Kodiak Driver-powered autonomous vehicles contain complex information technology networks and systems and are designed with built-in data connectivity. We have implemented, and continue to implement, measures intended to prevent unauthorized access to the information technology networks and systems installed in such vehicles. However, hackers or unauthorized third parties may attempt to gain unauthorized access to modify, alter, or use such networks and systems to gain control of, or to change, such vehicles’ functionality and performance characteristics, or access our Operations Center or Assisted Autonomy systems, or access data stored in or generated by us or our solutions. As techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, there can be no assurance that we will be able to anticipate, or implement adequate measures to protect against, these attacks. Any such incidents may result in unexpected control of or changes to the vehicles’ functionality and safe operation and may result in legal claims or proceedings against us and negative publicity, which may adversely affect our brand and reputation, business, financial condition and results of operations.

We have provided, and may in the future provide, certain progress and performance metrics, including the Autonomy Readiness Measure. These metrics are subject to inherent challenges in measurement; real or perceived inaccuracies in such metrics and metrics values that are below expectations could materially and adversely affect our business, prospects, financial condition and results of operations.

We have provided, and may in the future provide, a measure of our progress toward the long-haul launch of the Kodiak Driver (the “Autonomy Readiness Measure” or “ARM”). The ARM is the weighted function of completeness of our safety case, which is an internally-derived, claims-based approach that provides a generalized structured argument to addressing safety items implicated by developing and operating self-driving technology on public roads. There are inherent challenges in calculating the ARM, including the fact that management judgment is

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used, including when applying weighting to individual pieces of evidence that support the claims that we are making in our safety case based on, among other things, complexity, effort required to complete, scope of the Company’s commercial launch route, as well as when evaluating the percentage complete of a particular piece of evidence. If individual pieces of evidence supporting the claims of our safety case turn out to be more complex, more challenging to complete, insufficiently comprehensive or conclusive, or more time or capital intensive than we originally anticipated, adjustments will be required to be made to our calculations of the ARM. If our ARM is not an accurate representation of our progress toward long-haul launch, or investors perceive this measure not to be accurate, or we discover material inaccuracies in the safety case or our calculations of the ARM, our reputation may be significantly harmed, the timing of the long-haul launch of the Kodiak Driver could be delayed, and our stock price could decline, any of which could materially and adversely affect our business, prospects, financial condition and results of operations.

In addition, our internal systems and tools have a number of limitations, and our methodologies for tracking the ARM may change over time, which could result in unanticipated changes to the metrics or estimates that we publicly disclose. If the internal systems and tools we use to track these metrics are not an accurate indicator of our performance or contain other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring our progress toward our long-haul launch.

Our brand and reputation may be harmed by negative publicity or safety and other concerns regarding the Kodiak Driver and our company. Failure to maintain, protect and enhance our brand may limit our ability to expand or retain our customer base, which may adversely affect our business, financial condition and results of operations.

We must maintain and enhance our brand identity and reputation and increase market awareness of the Kodiak Driver and our company. The successful promotion of our brand will depend on our efforts to achieve widespread acceptance of our technology and solutions, as well as attract and retain customers. We also need to maintain our current market leadership and successfully differentiate our technology and solutions from our competitors. These efforts require substantial expenditures and management attention. We anticipate that those expenditures will increase as our market becomes more competitive, and as we expand our operations. These investments in brand promotion and thought leadership may not yield increased revenue in amounts that offset the increased expenses we incur, or at all, orand may require investment of substantial management time. Our brand value and reputation also depend on our ability to provide safe, secure and trustworthy solutions, address customer needs, and protect and use our customers’ and partners’ data in a manner that meets their expectations. Any safety or security incidents or the reporting or perception that they have occurred could result in legal claims or proceedings, regulatory inquiries, investigations and other proceedings, or negative publicity, any of which could harm our reputation or our brand. Damage to our reputation and loss of brand equity may reduce demand for our solutions, cause us to lose customers, and require additional resources to rebuild our reputation and restore the value of our brand, which may adversely affect our business, financial condition and results of operations.

From time to time, we may receive negative publicity, including negative comments on social media platforms or through traditional media about our company, our business, our directors and management, our brand, our technology and solutions, our workforce impacts, our suppliers, our customers or other business partners. This negative publicity may be the result of malicious harassment or unfair competition acts by third parties. We could become subject to government or regulatory investigation as a result of such third-party conduct. We might also be required to spend significant time and incur substantial costs to defend ourselves against such third-party conduct. We may be unable to refute the claims within a reasonable period of time, or at all. Any such negative publicity could negatively impact our brand and reputation, and may adversely affect our business, financial condition and results of operations.

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~~against~~Table ~~such third-party conduct. We may be unable to refute the claims within a reasonable period~~ of ~~time, or at all. Any such negative publicity could negatively impact our brand and reputation, and may adversely affect our business, financial condition and results of operations.~~ Contents

We operate in a highly competitive market and some market participants have substantially greater resources. If we are unable to compete effectively, our business, financial condition and results of operations may be adversely affected.

The markets in which we operate are highly competitive and are characterized by rapid technological change. Our future success will depend on our ability to scale our commercial operations and adoption of our solutions in a timely manner to stay ahead of existing and new competitors. Several companies, including Aurora Innovation, Nuro, Tesla, Waabi, Waymo, and Zoox, are investing heavily in building AV technology. These companies compete with us directly and indirectly by offering AV technology for the same or similar use cases. If our competitors, including those mentioned above, develop superior technology, or are perceived to have better technology, they may capture market opportunities and establish relationships with customers and partners that might otherwise have been available to us. Further, certain of our competitors have greater financial, marketing, R&D, and other resources than we do, and in certain circumstances are supported by large multinational corporations. In the event that one or more of these competitors broadly commercializes their technology before or more successfully than we do, our business, financial condition and results of operations may be adversely affected.

We may experience difficulties in managing our growth and expanding our operations.

We expect to experience significant growth in the scope and nature of our operations and commercial deployments. Our ability to manage our operations and future growth will require us to continue to improve our operational, financial and management controls, compliance programs, and business processes. For example, we continue to implement certain new business information systems, including implementing a new ERP system to enhance and standardize our processes, as well as improve oversight. Any disruptions due to this implementation may impact our ability to process vendor payments, report financial results, maintain effective internal controls, or operate our business effectively. We are currently in the process of strengthening our compliance programs, including in relation to cybersecurity, privacy and anti-corruption. We may also need to reduce our reliance on manual operations in the areas of billing and reporting and make certain other improvements to support our complex arrangements and the rules governing revenue and expense recognition for our future operations. We may not be able to implement improvements in an efficient or timely manner. We may also discover deficiencies in existing controls, programs, systems and procedures, which may have an adverse effect on our business, financial condition and results of operations as well as the accuracy of our reporting.

Our success is contingent on our ability to successfully execute our DaaS business model, including by maintaining, managing, executing, retaining, and expanding our existing customer relationships and obtaining new customers.

Our DaaS business model, which we launched in December 2024 in connection with our partnership with Atlas, and our AV technology is integrated into customer vehicles. Any failure to successfully maintain, manage, execute, retain, and expand these existing customer relationships and obtain new customers operating under our DaaS model may adversely affect our business, financial condition, and results of operations.

In addition, customers may be less likely to adopt our solution if they are not convinced that our business will succeed or that our operations and technology will continue in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, in order to build and maintain our business, we must maintain confidence among partners, customers, suppliers, and other parties in our solution, long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control. Such factors include our limited operating history, lack of customer familiarity with our technology, any delays in scaling deployments, delivery and service operations to meet demand, competition and uncertainty regarding the future of AVs compared with market expectations.

For our DaaS business model to be successful, we will need to enter into additional long-term contracts and commercial arrangements on acceptable terms with new and existing customers. In the event we are not able to enter into such contracts, we may not be able to implement our DaaS business model in the timeframe anticipated, or at all. This could have an adverse effect on our business, financial condition, and results of operations.

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Our inability to plan and manage our costs may adversely affect our business, financial condition, and results of operations.

As we grow, we expect our expenses to increase. In order to become a profitable business, we must continuously push initiatives to optimize supporting cost components such as autonomous and truck systems maintenance, cloud storage, telecommunications and satellite data feeds, facilities, operations and personnel costs. In addition, we must manage hardware costs by engineering cost-effective designs for our platform components, achieve adequate scale, manage tariffs, and finalize hardware specifications while enabling continued software improvements. Planning for and managing costs will require significant coordination with our suppliers, partners, and customers. We may not adequately plan for or achieve adequate cost management as expected or at all, which may adversely affect our business, financial condition and results of operations.

Recent and further changes in the tariff and trade policies of the United States or of other countries could increase manufacturing costs, decrease demand for our solution, disrupt supply chains, or otherwise adversely affect our business and financial condition.

There is currently significant uncertainty about the future relationship between the United States and its trading partners with respect to trade policies, tariffs, and similar policies affecting cross-border operations. The U.S. ~~government~~Government has made and continues to make significant additional changes in U.S. trade policy, specifically tariffs, and may continue to take future actions that could negatively impact our business., ~~The~~including ~~U.S.~~escalating ~~government recently escalated~~ tariffs on the import of goods from most U.S. trading partners. For example, inbetween ~~March~~February 2025 and February 2026, the United States ~~placed~~imposed an additional 2010-35% ~~tariff~~fentanyl-related tariffs on ~~most~~certain goods from China, ~~imposed an additional 25% tariff on most products from~~ Canada, and Mexico (with anexceptions ~~exception~~ for ~~goods~~items ~~that~~qualifying ~~qualify~~ for duty-free treatment under the U.S.-Mexico-Canada Agreement (“USMCA”), and aadditional reciprocal tariffs on China (currently 10%). ~~tariff~~Between onApril ~~certain~~2025 ~~non-USMCA~~and ~~energy~~February ~~products)~~2026, ~~and~~the ~~implemented~~U.S. ~~25%~~Government ~~Section 232~~also ~~tariffs~~imposed onadditional ~~various~~reciprocal ~~articles~~tariffs of ~~steel~~between ~~and~~10%-125% ~~aluminum.~~on ~~Section 232~~imports ~~tariffs~~from ~~are~~most ~~import~~U.S. ~~restrictions~~trading ~~imposed~~partners, ~~based~~with oncertain aproducts ~~finding~~exempt ~~that~~from ~~certain~~these ~~imports~~reciprocal ~~threaten~~tariff tomeasures. ~~impair~~These additional U.S. ~~national~~tariffs ~~security.~~were Inimplemented ~~April~~under ~~2025,~~authorities asserted in the ~~U.S.~~International ~~government~~Emergency ~~imposed~~Economic ~~25%~~Powers ~~Section 232~~Act ~~tariffs~~(“IEEPA”) onand ~~passenger~~rescinded ~~vehicles~~on ~~and~~February ~~light~~24, ~~trucks~~2026, ~~(with~~following ~~similar~~a ~~Section 232~~Supreme ~~tariffs~~Court ondecision ~~components~~invalidating ~~for~~the ~~such~~use ~~vehicles~~of ~~expected~~IEEPA to beauthorize ~~imposed~~these ~~beginning~~tariffs. inThe ~~May~~availability, ~~2025);~~timing, anand ~~additional~~amount ~~reciprocal~~of ~~tariff~~any ofrelated ~~125%~~refunds onassociated ~~most~~with ~~imports~~payments ~~from~~of ~~China;~~these duties remain uncertain and ansubject ~~additional~~to ~~reciprocal~~further ~~tariff~~legal, ofregulatory, ~~10%~~and onadministrative ~~most~~action, ~~imports~~though ~~from~~the U.S. ~~trading~~government ~~partners~~began ~~other~~rolling ~~than~~out ~~China,~~a ~~Canada,~~system ~~Mexico,~~on ~~and~~April ~~countries~~20, ~~with~~2026 ~~which~~to ~~the~~begin ~~U.S.~~processing ~~does~~refund ~~not~~requests ~~have~~for ~~normal~~certain ~~trade~~affected ~~relations~~entries. InBeginning ~~May~~February ~~2025~~24, 2026, the U.S. ~~and~~government ~~Chinese~~also ~~governments~~implemented ~~announced~~ a ~~trade~~new, ~~deal~~global ~~temporarily~~“temporary ~~suspending~~import ~~such~~surcharge” ~~reciprocal tariffs~~ of ~~125~~10%. ~~There~~on ~~are~~many ~~certain~~of the same products ~~exempt~~affected ~~from~~by the prior reciprocal ~~tariff measures~~tariffs, ~~including~~under ~~items~~authorities ~~subject~~provided tofor in Section ~~232~~ ~~tariffs~~122 ~~(e.g.,~~of ~~steel~~the ~~and~~Trade ~~aluminum~~Act ~~articles);~~of ~~certain~~1974, ~~pharmaceuticals~~supplementing ~~and~~existing ~~pharmaceutical~~non-IEEPA ~~products;~~measures. ~~and~~The ~~certain~~U.S. ~~semiconductors,~~Government ~~computers,~~has ~~and~~also ~~other~~implemented ~~products~~Section ~~derivative~~232 oftariffs ~~critical~~on ~~minerals.~~various ~~However,~~items ~~the~~based ~~scope~~on ofa ~~these~~finding ~~exclusions~~that iscertain ~~subject~~imports threaten to ~~change.~~impair ~~In addition, the~~ U.S. ~~Department~~national ofsecurity, ~~Commerce~~including ~~has~~but ~~recently~~not ~~initiated~~limited ~~Section 232~~to ~~investigations~~certain ~~into~~articles ~~additional~~of ~~products,~~steel ~~including semiconductors~~ and ~~related~~aluminum; ~~manufacturing~~passenger ~~equipment~~vehicles, ~~processed~~trucks, ~~critical minerals~~ and ~~derivative~~automotive ~~products~~components; and ~~medium-duty~~articles ~~and~~of ~~heavy~~copper. Additional trade-~~duty~~related ~~trucks~~investigations ~~and~~by ~~parts~~the ~~therefor~~U.S. ~~When~~government ~~these~~are ~~investigations~~in ~~are~~progress ~~complete,~~and could result in the imposition of additional tariffs. The U.S. ~~government~~Government ~~may~~has ~~decide~~also toimposed, ~~levy~~increased, ~~additional~~or ~~tariffs~~maintained onSection ~~such~~301 ~~products.~~tariffs ~~The~~of ~~recent~~7.5%-100% ~~changes~~on incertain ~~tariff~~commodities ~~and~~from ~~trade~~certain ~~policy~~U.S. ~~underscore~~trading ~~the~~partners, ~~uncertainty~~most ~~regarding~~prominently ~~the~~China ~~future~~and ~~relationships~~Brazil. ~~between~~The ~~the~~scope ~~United~~of ~~States~~these tariffs and ~~its~~exclusions ~~trading~~is ~~partners.~~subject to change.

The recent changes in tariff and trade policy underscore the uncertainty regarding the future relationships between the United States and its trading partners. In response to these and other U.S. trade measures, China, Canada, and other affected countries have taken retaliatory actions to respond. Such actions include the imposition of retaliatory tariffs on imports of products of U.S. origin, the imposition of export controls on a wide array of products (including rare earth metals and other critical minerals), as well as other actions. The adoption of retaliatory actions by China prompted the United States to further increase its tariff measures, and continued escalation of tariffs and trade measures could result in the outbreak of a trade war. The trade and tariff policies of the United States and other countries are currently fluid and subject to further changes.

21These and future changes to trade policy and tariffs could negatively impact our business. While we plan to obtain components from multiple sources whenever available and desirable, some of the components used in our hardware and technology are currently purchased from a single or limited number of suppliers. These single or limited source suppliers are located in China, the European Union and Mexico. Thus, while we will make efforts to mitigate the impacts of escalated tariffs on our supply chain, we may be unsuccessful in fully mitigating these

States to further increase its tariff measures, and continued escalation of tariffs and trade measures could result in the outbreak of a trade war. The trade and tariff policies of the United States and other countries are currently fluid and subject to further changes. 24

~~These~~Table ~~and future changes to trade policy and tariffs could negatively impact our business. While we plan to obtain components from multiple sources whenever available and desirable, some~~ of the components used in our hardware and technology are currently purchased from a single or limited number of suppliers. These single or limited source suppliers are located in China, the European Union and Mexico. Thus, while we will make efforts to mitigate the impacts of escalated tariffs on our supply chain, we may be unsuccessful in fully mitigating these effects, or unable to do so at reasonable cost. Recent increases in the tariffs imposed by the United States or other countries may: (i) have an uncertain effect on the manufacture of our products, including affecting the availability of our products, or of materials used in our products; (ii) affect the prices at which our products, or materials used in our products, may be obtained; (iii) result in customers delaying orders pending additional certainty in the tariff landscape; and (iv) may have other effects. Should the trade relationships between the United States and its trading partners remain strained or worsen, our business, liquidity, financial condition, and results of operations may therefore be materially and adversely affected. Contents

effects, or unable to do so at reasonable cost. Recent increases in the tariffs imposed by the United States or other countries may: (i) have an uncertain effect on the manufacture of our products, including affecting the availability of our products, or of materials used in our products; (ii) affect the prices at which our products, or materials used in our products, may be obtained; (iii) result in customers delaying orders pending additional certainty in the tariff landscape; and (iv) may have other effects. Should the trade relationships between the United States and its trading partners remain strained or worsen, our business, liquidity, financial condition, and results of operations may therefore be materially and adversely affected.

We depend on the experience and expertise of our senior management team, engineers, and certain other key employees. The loss of any executive officer or key employee, or the inability to identify, recruit and retain qualified employees in a timely manner, may adversely affect our business, financial condition and results of operations.

Our success depends largely upon the continued services of our executive officers, engineers, and certain other key employees. We rely on our executive officers, engineers, and key employees in the areas of business strategy, research and development, marketing, communications, sales, services, and general and administrative functions. We compete for talent with other companies, including companies that are larger and have greater resources than we do. Competition for talent in the AV and AI industries, especially in the San Francisco Bay Area, is intense and often leads to increased compensation and other personnel costs. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. Our continued ability to compete effectively depends on our ability to attract substantial numbers of qualified new employees and to retain and motivate our existing employees. Also, to the extent we hire employees from competitors or other companies, we may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information of their former employers. Any material departures of our executive management team, engineers, or key employees, may individually or in the aggregate, adversely affect our business, financial condition, and results of operations.

Furthermore, changes to our board of directors and senior management, and unfavorable publicity regarding succession planning may adversely affect our ability to attract and retain qualified personnel. We do not maintain meaningful key-person insurance for any member of our senior management team or any other key employee. We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period. Accordingly, our executive officers and other key personnel may terminate their employment with us at any time. The loss of one or more of our executive officers, engineers, or key employees may adversely affect our business, financial condition, and results of operations.

We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period. Accordingly, our executive officers and other key personnel may terminate their employment with us at any time. The loss of one or more of our executive officers, engineers, or key employees may adversely affect our business, financial condition, and results of operations.

We rely on our third-party suppliers, OEMs, upfitters, services providers and partners, some of which are single or limited-source suppliers or providers of certain key components for, and services used in connection with, the Kodiak Driver, and are thus susceptible to supply shortages, long lead times for components, supply changes, and limitations or constraints on service provider support availability or capacity.

We rely on third-party suppliers, OEMs, upfitters, service providers and partners to design, develop, industrialize, manufacture, and supply components for the Kodiak Driver. While we plan to obtain components from multiple sources whenever available and desirable, some of the components used in our hardware and technology are currently purchased from a single or limited number of suppliers. Further, our agreement with Bosch provides for certain exclusivity rights should components reach certain quality, pricing, volume and other levels. We refer to these suppliers as our single or limited source suppliers. Some of the components we obtain from single or limited source suppliers are manufactured in China, and the pricing of these components has been and may continue to be significantly affected by tariffs.

22Components from single or limited source suppliers are susceptible to supply shortages, long lead times, and changes in trade policies and other supply changes, any of which may disrupt our supply chain and may delay the scaling of our commercial operations. If we change suppliers for any components, significant delays may occur, including initial delays for software and hardware integration, engineering, and validation. Changing suppliers may

from multiple sources whenever available and desirable, some of the components used in our hardware and technology are currently purchased from a single or limited number of suppliers. We refer to these suppliers as our single or limited source suppliers. Some of the components we obtain from single or limited source suppliers are manufactured in China, and the pricing of these components has been and may continue to be significantly affected by tariffs. 25

~~Components~~Table ~~from single or limited source suppliers are susceptible to supply shortages, long lead times, and changes in trade policies and other supply changes, any~~ of which may disrupt our supply chain and may delay the scaling of our commercial operations. If we change suppliers for any components, significant delays may occur, including initial delays for software and hardware integration, engineering, and validation. Changing suppliers may also create a delay or shortage in supply and changes to manufacturing processes. These delays may adversely affect our business, financial condition, results of operations and delay the scaling of our product. Contents

Wealso ~~currently~~create ~~rely~~a ondelay ~~partners for vehicle integration,~~ or ~~upfitting,~~shortage ofin ~~the~~supply ~~Kodiak Driver~~ and ~~for~~changes ~~remote~~to ~~monitoring~~manufacturing ~~and remote assistance services~~processes. ~~Collaboration~~These ~~with~~delays ~~third~~may ~~parties~~adversely toaffect ~~provide~~our ~~these~~business, ~~services~~financial iscondition, ~~subject~~results ~~to risks that are outside~~ of ~~our control. As we scale our~~ operations, weand ~~expect~~delay tothe ~~increase~~scaling of our ~~reliance on these third parties~~product.

We ~~have~~currently inrely ~~the~~on ~~past~~partners, ~~and~~such ~~may~~as ~~in the future~~Roush, ~~experience~~for ~~delays~~vehicle inintegration, ~~development and production when and if our suppliers do not meet agreed upon timelines~~ or ~~experience~~upfitting, ~~capacity constraints. There is also a risk~~ of ~~potential disputes with suppliers, OEMs, and partners which may stop or slow our ability to integrate~~ the Kodiak Driver inand ~~customer~~for ~~fleets.~~remote Ifmonitoring ~~OEMs,~~and ~~suppliers~~remote orassistance ~~other~~services. ~~partners~~Collaboration ~~determine~~with ~~that~~third ~~they~~parties ~~will not support AV deployments or limit how AV technology can be deployed using their components, or if we are unable~~ to ~~work~~provide ~~collaboratively~~these ~~with~~services ~~such~~is ~~partners~~subject to ~~integrate~~risks ~~the~~that ~~Kodiak~~are ~~Driver~~outside ~~with~~of ~~commonly used commercial trucks,~~ our ~~business, financial condition and results of operations may be adversely affected~~control. InAs ~~addition,~~ we ~~cannot~~scale ~~guarantee that~~ our ~~suppliers~~operations, ~~OEMs,~~we orexpect ~~upfitting~~to ~~partners~~increase ~~will not deviate from agreed-upon quality standards, which could result in delays or, if undetected by us, quality issues that may adversely affect~~ our ~~brand~~reliance ~~and~~on ~~reputation,~~these ~~business,~~third ~~prospects and results of operations~~parties.

We have in the past, and may in the future, experience delays in development and production when and if our suppliers do not meet agreed upon timelines or experience capacity constraints. There is also a risk of potential disputes with suppliers, OEMs, and partners which may stop or slow our ability to integrate the Kodiak Driver in customer fleets. If OEMs, suppliers or other partners determine that they will not support AV deployments or limit how AV technology can be deployed, including ODD expansion, using their components, or if we are unable to work collaboratively with such partners to integrate the Kodiak Driver with commonly used commercial trucks, our business, financial condition and results of operations may be adversely affected. In addition, we cannot guarantee that our suppliers, OEMs, or upfitting partners will not deviate from agreed-upon quality standards, which could result in delays or, if undetected by us, quality issues that may adversely affect our brand and reputation, business, prospects and results of operations.

We may be unable to enter into agreements with suppliers, OEMs, or upfitting partners on terms and conditions acceptable to us. As a result, we may need to contract with other third parties or significantly add to our own production capacity. While we believe that we could establish alternate supply or service partner relationships, we may be unable to do so in the short term, or at all, at prices or quality levels and/or on terms that are favorable to us. Accordingly, we may experience significant delays while re-engineering our system to accept replacement parts. We may not be able to engage other third parties or establish or expand our own production capacity to meet our needs on acceptable terms, or at all. The expense and time required to adequately complete any transition may be greater than anticipated. Any of the foregoing may adversely affect our business, financial condition, and results of operations.

We are subject to cybersecurity risks related to our operational systems, security systems, infrastructure, integrated software and partners’ and customers’ data processed by us or third-party vendors. Any material failure, security breach or other cyber incidents may prevent us from effectively operating our business, and could result in investigations, litigation, or penalties, any of which may adversely affect our business, financial condition, and results of operations.

We are at risk for breaches or other cyber incidents of operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers; facility security systems, owned by us, our customers, or our third-party vendors or suppliers; in-product technology owned by us or our third-party vendors or suppliers; our integrated software or artificial intelligence; and partner, customer, or driver data that we process or our third-party vendors or suppliers process on our behalf. Any such cyber incident may materially disrupt operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of partners, customers, employees, suppliers, drivers or others; jeopardize the security of our facilities; or affect the performance of the Kodiak Driver. A cyber incident may be caused by disasters, insiders, through inadvertence or with malicious intent, or malicious third parties using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. AI and machine learning may increase cybersecurity risks we face through, for example, being used to increase the prevalence or intensity of cyber attacks or to detect, and take advantage of, potential vulnerabilities. Although we maintain and continue to develop measures designed to protect us against security breaches and other cyber incidents, such measures require frequent updates and improvements. We cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of systems and measures designed to prevent cyber incidents requires significant management time, support and cost.

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~~certain~~Table ~~information~~ of partners, customers, employees, suppliers, drivers or others; jeopardize the security of our facilities; or affect the performance of the Kodiak Driver. A cyber incident may be caused by disasters, insiders, through inadvertence or with malicious intent, or malicious third parties using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. Although we maintain and continue to develop measures designed to protect us against security breaches and other cyber incidents, such measures require frequent updates and improvements. We cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of systems and measures designed to prevent cyber incidents requires significant management time, support and cost. Contents

Moreover, there are inherent risks associated with developing, improving, expanding and updating current measures, including the disruption of our data management, procurement, production, finance, supply chain and sales and service processes. These risks may affect our ability to manage our data, procure parts or supplies or produce, sell, deliver and service our solutions, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. We cannot be sure that the measures upon which we rely, including those of our customers, third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results may be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results. Moreover, our proprietary information or intellectual property may be compromised or misappropriated, or data (including personal information) could be exfiltrated or improperly used. Any material failure, security breach or other cyber incident may prevent us from effectively operating our business, cause us to lose competitive advantages, and subject us to investigations, litigation, or penalties, any of which may adversely affect our business, financial condition, and results of operations. If these systems do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions. In addition, our cyber insurance coverage may not be sufficient to cover all the losses we may experience as a result of a cyber incident.

Interruptions, outages, or failures of information technology and communications infrastructure and systems that we rely upon may adversely affect our business, financial condition, and results of operations.

We currently rely on a variety of information technology and communications infrastructure and related systems, including cloud computing, cloud storage and telecom and satellite data feeds. For example, we use Amazon Web Services (“AWS”), which had a material outage in October 2025, to host portions of our technology and support our technology development. The availability and effectiveness of our services depend on the continued operation of AWS, and other third-party information technology and communications systems. Our systems, and those of our third-party service providers, including AWS, are vulnerable to damage, interruption, or any other compromise as the result of, among others, physical theft, fire, terrorist attacks, natural disasters such as earthquakes, floods, power losses or shortages, war, telecommunications and satellite communication failures, viruses, denial or degradation of service attacks, ransomware, social engineering schemes, insider theft or misuse or other attempts to harm our systems. We use reputable third-party service providers or vendors to process a significant portion of our data. However, these providers are also vulnerable to harms similar to those that may damage our systems, including sabotage and cyberattacks, which may cause potential disruptions to our business, or unauthorized access to or use of our data, including personal information. Because our technology requires significant processing power, it may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand the use of the Kodiak Driver. Some of our systems may not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any problems with our communications, infrastructure, third-party cloud hosting providers or similar systems may result in lengthy interruptions to our business, adversely affecting our business, financial condition and results of operations.

Risks Related to the Government Contracts

A significant portion of our historical revenue has come from our contracts with the ~~public sector~~DoW, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the ~~public~~U.S. ~~sector~~Government may adversely affect our business, financial condition, and results of operations.

We have historically derived a significant portion of our revenue from contracts with U.S. ~~government~~Government agencies, in particular contracts with the U.S. Army for the automation of ground vehicles. Sales to such government agencies are subject to a number of challenges and risks. Selling to government agencies can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. We also must comply with laws and regulations relating to the formation, administration, and performance of contracts, and contract clauses including those arising from law, regulations and executive orders, all of which impose obligations and provide ~~public~~U.S. ~~sector~~Government customers rights, many of which are not typically found in commercial contracts.

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Accordingly, our business, financial condition and results of operations may be adversely affected by certain events or activities, including:

• changes in fiscal or contracting policies or decreases in available government funding, particularly in the event of a federal government shutdown;

• changes in government programs, funding priorities, and requirements;

• changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding;

• changes in government administration and national and international priorities, including developments in the geopolitical environment;

• changes in the government’s attitude towards the capabilities that we offer, especially in the areas of national defense;

• changes in the government’s attitude towards us as a company or our solutions as viable or acceptable autonomy solutions;

• appeals, disputes, or litigation relating to government procurement, including bid protests by unsuccessful bidders on potential or actual awards of contracts to us by the government;

• the adoption of new laws or regulations or changes to existing laws or regulations;

• budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies;

• influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers;

• potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics;

• increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as supply chain constraints; and

• government exercises of contractual rights, including the right to terminate contracts when in the government’s interest; exercise contract options; the right to reduce orders under or otherwise modify contracts; cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; and prohibit future procurement awards with a particular agency due to a finding of organizational conflicts of interest based upon prior related work performed for the agency that would give a contractor an unfair advantage over competing contractors, or the existence of conflicting roles that might bias a contractor’s judgment.

agency that would give a contractor an unfair advantage over competing contractors, or the existence of conflicting roles that might bias a contractor’s judgment.

Any such event, activity, or action, among others, may cause governmental agencies to delay or refrain from purchasing our solutions in the future, reduce the size or payment amounts of purchases from existing or new government customers, or otherwise adversely affect our business, financial condition, and results of operations.

In addition, we may be required to compete for contracts in a competitive bidding process. We may compete directly with other suppliers or align with a prime or subcontractor competing for a contract. We may not be awarded the contract if the pricing or product offering is not competitive, either at our level or the prime or subcontractor level. In addition, in the event we are awarded a contract, we are subject to protests by losing bidders of contract awards that can result in the reopening of the bidding process, re-evaluation and new award of the contract to another bidder. In addition, we may be subject to multiple rebid requirements over the life of a program in order to continue to participate in such program, which can result in the loss of the program or significantly reduce our revenue or margin from the program. Further, the U.S. government or a government contractor customer could require us to relinquish data rights to a product in connection with performing work on a government contract, which could lead to a loss of valuable technology and intellectual property in order to participate in a government program.

Significant costs may be incurred to ensure compliance with requirements unique to government contracts. Uncertainty exists with regard to proposed and future changes to government contract regulatory requirements, and such changes could subject our company to increased risks and costs. We may be subject to the Federal Acquisition Regulation (“FAR”) and agency supplemental acquisition regulations including the Defense Federal Acquisition Regulation Supplement (“DFARS”) as well as other contractual terms that subject us to federal cybersecurity requirements. U.S. government customers contractually require us to notify them of security breaches or other cyber incidents. If an actual or perceived breach of security measures, unauthorized access to our system or the systems of the third-party vendors that we rely upon, or any other cybersecurity threat occurs, we may face direct or indirect liability, costs, or damages, contract termination. In addition, our reputation in the industry and with current and potential customers may be compromised, our ability to attract new customers could be negatively affected, and our business, financial condition, and results of operations could be materially and adversely affected. Amendments to DoD cybersecurity requirements, such as through amendments to the FAR or DFARS, may increase our costs or delay the award of contracts if we are unable to certify that we satisfy such cybersecurity requirements.28

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contract to another bidder. In addition, we may be subject to multiple rebid requirements over the life of a program in order to continue to participate in such program, which can result in the loss of the program or significantly reduce our revenue or margin from the program. Further, the U.S. Government or a government contractor customer could require us to relinquish data rights to a product in connection with performing work on a government contract, which could lead to a loss of valuable technology and intellectual property in order to participate in a government program.

Significant costs may be incurred to ensure compliance with requirements unique to government contracts. Uncertainty exists with regard to proposed and future changes to government contract regulatory requirements, and such changes could subject our company to increased risks and costs. We may be subject to the Federal Acquisition Regulation (“FAR”) and agency supplemental acquisition regulations including the Defense Federal Acquisition Regulation Supplement (“DFARS”) as well as other contractual terms that subject us to federal cybersecurity requirements. U.S. Government customers contractually require us to notify them of security breaches or other cyber incidents. If an actual or perceived breach of security measures, unauthorized access to our system or the systems of the third-party vendors that we rely upon, or any other cybersecurity threat occurs, we may face direct or indirect liability, costs, damages, or contract termination. In addition, our reputation in the industry and with current and potential customers may be compromised, our ability to attract new customers could be negatively affected, and our business, financial condition, and results of operations could be materially and adversely affected. Amendments to DoW cybersecurity requirements, such as through amendments to the FAR or DFARS, may increase our costs or delay the award of contracts if we are unable to certify that we satisfy such cybersecurity requirements.

Certain of our customer contracts may be terminated by the customer at any time for convenience and/or may contain other provisions permitting the customer to discontinue contract performance, and if terminated contracts are not replaced, our results of operations may differ materially and adversely from those anticipated. In addition, our contracts with government customers often contain provisions with additional rights and remedies favorable to such customers that are not typically found in commercial contracts.

All or substantially all of our contracts, including our government contracts, contain termination for convenience provisions. Customers that terminate such contracts may also be entitled to a pro rata refund of the amount of the customer deposit for the period of time remaining in the contract term after the applicable termination notice period expires. Government contracts often contain provisions and are subject to laws and regulations that provide government customers with additional rights and remedies not typically found in commercial contracts. These rights and remedies allow government customers, among other things, to:

• terminate existing contracts for convenience with short notice;

• reduce orders under or otherwise modify contracts;

• for some contracts, (i) demand a refund, make a forward price adjustment, or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process and (ii) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated;

26•cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable;

~~and~~•decline ~~(ii)~~to ~~reduce~~exercise ~~the~~an ~~contract~~option ~~price~~to ~~under~~renew ~~triggering~~a ~~circumstances,~~multi-year ~~including~~contract ~~the revision of price lists~~ or ~~other~~issue ~~documents~~task ~~upon~~orders ~~which~~in ~~the~~connection ~~contract~~with ~~award~~indefinite ~~was~~delivery/indefinite ~~predicated~~quantity contracts;

•claim ~~cancel~~rights ~~multi-year~~in ~~contracts~~solutions, ~~and~~systems, ~~related~~or ~~orders~~technology ifproduced ~~funds~~by us, appropriate such work-product for ~~contract~~their ~~performance~~continued use without continuing to contract for ~~any~~our ~~subsequent~~services, ~~year~~and ~~become~~disclose ~~unavailable~~such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position;

•prohibit ~~decline~~future toprocurement ~~exercise~~awards anwith ~~option~~a toparticular ~~renew~~agency due to a ~~multi-year~~finding ~~contract~~of ororganizational ~~issue~~conflicts ~~task~~of ~~orders~~interest inbased ~~connection~~upon ~~with~~prior ~~indefinite~~related ~~delivery/indefinite~~work ~~quantity~~performed ~~contracts;~~for the agency that would give a contractor an unfair

• claim rights in solutions, systems, or technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services, and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position;29

•Table ~~prohibit future procurement awards with a particular agency due to a finding~~ of organizational conflicts of interest based upon prior related work performed for the agency that would give a contractor an unfair advantage over competing contractors, or the existence of conflicting roles that might bias a contractor’s judgment;Contents

•advantage ~~subject~~over ~~the~~competing ~~award of contracts to protest by competitors~~contractors, ~~which may require the contracting federal agency~~ or ~~department to suspend our performance pending~~ the ~~outcome~~existence of ~~the~~conflicting ~~protest~~roles ~~and~~that ~~may~~might ~~also~~bias ~~result in~~ a ~~requirement~~contractor’s ~~to resubmit offers for the contract or in the termination, reduction, or modification of the awarded contract~~judgment;

•subject ~~suspend~~the usaward ~~from~~of ~~doing~~contracts ~~business~~to ~~with~~protest by competitors, which may require the ~~applicable~~contracting ~~government;~~federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction, or modification of the awarded contract;

•suspend ~~control~~us orfrom ~~prohibit~~doing ~~the~~business ~~export~~with ofthe ~~our~~applicable ~~services.~~government; and

•control or prohibit the export of our services.

If a customer were to unexpectedly terminate, cancel, or decline to exercise an option to renew with respect to one or more of our significant contracts, or if a government were to suspend or debar us from doing business with such government, our business, financial condition, and results of operations would be materially harmed.

Failure to comply with laws, regulations, or contractual provisions applicable to our business could cause us to lose ~~public~~U.S. ~~sector~~Government customers or our ability to contract with the United States and other governments.

As a government contractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and inclusion on government contract vehicles, which affect how we and our partners do business with government agencies. As a result of actual or perceived noncompliance with government contracting laws, regulations, or contractual provisions, we may be subject to audits and internal investigations. This may prove costly to our business financially, divert management time, tarnish our brand among customers and potential customers, affect our ability to hire, attract and maintain qualified employees, or limit our ability to continue selling our platforms and services to our government customers. These laws and regulations may impose other added costs on our business. Failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could subject us to investigations, administrative proceedings, sanctions, enforcement actions, disgorgement of profits, claims for damages, civil and criminal penalties, termination of contracts and suspension or debarment from government contracting for a period of time with government agencies. Any negative outcome from such inquiries or investigations or failure to prevail in any possible civil or criminal litigation, damages, penalties, disruption, or limitation in our ability to do business with a government could adversely affect our business, financial condition and results of operations.

Risks Related to Our Intellectual Property Rights

We may not be able to adequately establish, maintain, protect, and enforce our technology and intellectual property rights or prevent others from unauthorized use of our technology and intellectual property rights, which may adversely affect our business, financial condition, and results of operations. Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our intellectual property rights may be costly and time-consuming, or less effective than anticipated.

Our technology and intellectual property rights are a valuable asset of our business. Our success depends in part on our ability to protect our core technology and intellectual property rights. Failure to adequately protect our technology or intellectual property rights may result in the loss of our ability to maintain a competitive advantage. Even if we are able to protect our technology and intellectual property rights, our competitors may be able to offer similar products and services without infringing our rights. We rely on a combination of patents, trademarks, copyrights and trade secrets, in addition to employee and third-party nondisclosure agreements, intellectual property assignment agreements, intellectual property licenses, and other contractual rights, to establish, maintain, protect and enforce our rights in our technology and intellectual property rights, including trade secrets and other confidential information. Intellectual property laws and our procedures and restrictions provide only limited protection. Any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. If we fail to protect our intellectual property rights adequately, we may lose an important advantage in the markets in which we compete. While we take measures to protect our technology and intellectual property rights, such efforts may be insufficient or ineffective, and any of our intellectual property rights may be challenged, which may result in them being narrowed in scope or declared invalid or unenforceable. Other parties may also independently develop technologies that are substantially similar or superior to ours, and we may not be able to prohibit uses of such technologies. We may also be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership or other rights in technology or intellectual property rights we regard as our own. The measures we take to protect our technology and intellectual property rights from unauthorized use by others may not be effective and there can be no assurance that our intellectual property rights or enforcement efforts will be sufficient to protect against others offering products, services or technologies that are substantially similar or superior to ours or that compete with our business.

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technologies that are substantially similar or superior to ours, and we may not be able to prohibit uses of such technologies. We may also be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership or other rights in technology or intellectual property rights we regard as our own. The measures we take to protect our technology and intellectual property rights from unauthorized use by others may not be effective and there can be no assurance that our intellectual property rights or enforcement efforts will be sufficient to protect against others offering products, services or technologies that are substantially similar or superior to ours or that compete with our business.

To the extent that our employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. While we seek to protect our rights in such know-how and inventions, the measures we take may not be sufficient. Costly and time-consuming litigation may be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our know-how and inventions may adversely affect our business, financial condition and results of operations.

WeNew ~~may~~regulations inrelated ~~the future be involved in litigation~~ to ~~enforce~~AI ~~our~~tools ~~intellectual property rights~~ and ~~to protect our trade secrets. Our efforts to enforce our intellectual property rights or trade secrets may be met with defenses, counterclaims and countersuits, including challenges on~~ the ~~validity~~effects ~~and enforceability~~ of ~~our~~such ~~intellectual~~tools ~~property.~~on ~~Any litigation initiated by us concerning~~ the ~~violation~~protectability ~~by third parties~~ of ~~our~~ intellectual property ~~rights~~are isstill ~~likely~~being ~~to be expensive and time-consuming and is likely to be distracting to management~~developed. ~~Any~~Regulations ~~such~~may ~~litigation~~limit ~~could~~whether ~~lead~~AI tomay ~~the~~generate ~~invalidation of,~~ or ~~render~~create ~~unenforceable,~~enforceable ~~our~~ intellectual property rights, orwhen ~~may~~AI ~~otherwise~~tools ~~have~~are ~~negative consequences for us~~used. ~~Further,~~The ~~detecting unauthorized~~ use of ~~our~~AI ~~technology~~tools orby ~~intellectual~~competitors ~~property rights~~ may bemake ~~difficult,~~identification expensive, and time consuming, and we may not be able to identify and seek to prevent such uses. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of ~~our~~infringement ~~management’s attention and resources, may delay the introduction and implementation~~ of ~~new technologies. This could result in us being required to substitute inferior or more costly technologies into the Kodiak Driver, or injure~~ our ~~reputation and the goodwill associated with our brand and business operations. Moreover, in certain foreign countries where the~~ intellectual property ~~laws~~more ~~may~~difficult ~~not be as protective as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak, we may be unable~~ to ~~stop~~detect. ~~others from infringing or misappropriating our intellectual property~~

28We may in the future be involved in litigation to enforce our intellectual property rights and to protect our trade secrets. Our efforts to enforce our intellectual property rights or trade secrets may be met with defenses, counterclaims and countersuits, including challenges on the validity and enforceability of our intellectual property. Any litigation initiated by us concerning the violation by third parties of our intellectual property rights is likely to be expensive and time-consuming and is likely to be distracting to management. Any such litigation could lead to the invalidation of, or render unenforceable, our intellectual property rights, or may otherwise have negative consequences for us. Further, detecting unauthorized use of our technology or intellectual property rights may be difficult, expensive, and time consuming, and we may not be able to identify and seek to prevent such uses. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, may delay the introduction and implementation of new technologies. This could result in us being required to substitute inferior or more costly technologies into the Kodiak Driver, or injure our reputation and the goodwill associated with our brand and business operations. Moreover, in certain foreign countries where the intellectual property laws may not be as protective as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak, we may be unable to stop others from infringing or misappropriating our intellectual property rights. If we fail to meaningfully establish, maintain, protect and enforce our intellectual property and proprietary rights, our business, financial condition and results of operations may be adversely affected.

~~rights~~We believe that our patents are fundamental to our solutions in the area of AV technology. IfUnauthorized parties may attempt to copy or reverse engineer our technology or certain aspects of our solutions that we ~~fail~~consider proprietary. AI tools may make it easier for unauthorized parties to ~~meaningfully~~create ~~establish,~~copies ~~maintain,~~of ~~protect~~or ~~and~~reverse engineer our technologies. Litigation may be necessary in the future to enforce or defend our ~~intellectual~~patents, ~~property~~to prevent unauthorized parties from copying or reverse engineering our solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the United States. Initiation of any action related to patents may have multi-faceted responses, ~~our~~including ~~business~~defenses and counterclaims in the initiated action, ~~financial~~invalidity ~~condition~~actions in other governmental agencies, and ~~results~~other ofactions ~~operations~~in ~~may~~other bejurisdictions, ~~adversely~~possibly ~~affected~~internationally. Such defenses could result in the invalidation or narrowing of our patent rights.

We believe that our patents are fundamental to our solutions in the area of AV technology. Unauthorized parties may attempt to copy or reverse engineer our technology or certain aspects of our solutions that we consider proprietary. Litigation may be necessary in the future to enforce or defend our patents, to prevent unauthorized parties from copying or reverse engineering our solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the United States. Initiation of any action related to patents may have multi-faceted responses, including defenses and counterclaims in the initiated action, invalidity actions in other governmental agencies, and other actions in other jurisdictions, possibly internationally. Such defenses could result in the invalidation or narrowing of our patent rights.

Whether initiated by us or a third party, any such litigation may result in substantial costs and diversion of management resources and attention. Additionally, it may force us to acquire intellectual property rights or licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms, or at all. This may adversely affect our business, financial condition, and results of operations. Even if we obtain favorable outcomes in litigation, we may not be able to obtain adequate remedies, especially in the context of unauthorized parties copying or reverse engineering our solutions.

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We rely on licenses from third parties for technology and intellectual property rights that are critical to our business, and we may lose the rights to use such technology or intellectual property rights if those agreements are terminated or not renewed.

We rely on licenses from certain of our partners and other third parties for technology and intellectual property rights that are or may become critical to our business. Termination of our current or future license agreements may cause us to have to negotiate new or restated agreements with less favorable terms or cause us to lose our rights under the original agreements. In such event, we could also incur delays and costs associated with the procurement of licenses for substitute technology or intellectual property rights, which may not be of the same quality or effectiveness as those provided under the prior license.

In the case of a loss of intellectual property rights used in the Kodiak Driver or our other proprietary systems, we may not be able to continue to integrate certain components into our solution or for our operations. We could also experience disruption to our manufacturing and procurement processes as we test and requalify any potential replacement technology. Even if we retain the licenses, the licenses may not be exclusive with respect to such component design or technologies, which may aid our competitors and adversely affect our business, financial condition, and results of operations.

We may be subject to intellectual property infringement claims, which, whether meritless or not, may be expensive and time-consuming to defend, distract management, require us to pay significant damages and limit our ability to use certain technologies, any of which may adversely affect our business, financial condition and results of operations.

The industry in which our business operates is characterized by a large number of patents, some of which may be of questionable scope, validity or enforceability, and some of which may appear to overlap with other issued patents. As a result, there is a significant amount of uncertainty in the industry regarding patent protection and infringement. In recent years, there has been a significant volume of litigation globally, including in the AV industry involving patents and other intellectual property rights, including suits initiated by non-practicing entities, such as patent holding companies. Third parties have asserted, and may in the future assert, that we have infringed, misappropriated or otherwise violated their intellectual property rights. We may not be able to obtain a license on commercially reasonable terms, or at all. As we face increasing competition and as a public company, the possibility of third parties asserting claims against us relating to intellectual property rights grows. Such claims and litigation may involve one or more of our competitors seeking to use their patents and other intellectual property rights to obtain a competitive advantage. Such claims could also be initiated by patent holding companies or other adverse intellectual property rights holders who have no relevant product and service revenue. Patents, patent applications and other intellectual property rights may provide little or no deterrence to these rights holders in bringing intellectual property rights claims against us. Patent holding companies may also be advantaged in a lawsuit by limited costs, at least in part because they do not provide products or services.

29There may be intellectual property rights held by others, including issued or pending patents, that cover significant aspects of our technologies or business methods. We cannot assure you that we are not infringing or violating or have not infringed or violated any third-party intellectual property rights or that we will not be held to have done so or be accused of doing so in the future. Our use of AI tools in the development of our product may introduce infringement risks that may be harder for us to detect. In addition, because patent applications can take many years to issue and are not initially published for the public to view, there may be applications now pending of which we are unaware, which may later result in issued patents that technology may infringe. Given the highly competitive nature of the space in which we operate, we expect that in the future we may receive notices that claim we or our collaborators have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows.

~~intellectual~~Regardless ~~property~~of ~~rights~~the to obtain a competitive advantage. Such claims could also be initiated by patent holding companies or other adverse intellectual property rights holders who have no relevant product and service revenue. Patentsmerits, ~~patent~~defending ~~applications~~ourselves ~~and~~against ~~other~~any intellectual property ~~rights may provide little or no deterrence to these rights holders in bringing intellectual property rights~~ claims ~~against~~brought ~~us.~~by ~~Patent~~third ~~holding~~parties ~~companies~~ may ~~also~~ be ~~advantaged~~time-consuming inand acould ~~lawsuit~~result byin ~~limited~~substantial costs, atand ~~least~~a indiversion ~~part because they do not provide products or services. There may be intellectual property rights held by others, including issued or pending patents, that cover significant aspects~~ of our ~~technologies or business methods~~resources. WeThese ~~cannot~~claims ~~assure~~and ~~you that we are not infringing or violating or have not infringed or violated~~ any ~~third-party~~resulting ~~intellectual~~lawsuits, ~~property~~if ~~rights~~resolved oradversely ~~that we will not be held~~ to ~~have done so or be accused of doing so in the future. In addition~~us, ~~because~~may ~~patent~~subject ~~applications~~us ~~can take many years~~ to ~~issue~~significant ~~and~~liability ~~are not initially published~~ for ~~the public to view~~damages, ~~there~~impose ~~may~~temporary beor ~~applications~~permanent ~~now~~injunctions ~~pending~~against ofour ~~which we are unaware~~solution, ~~which~~technologies ~~may~~or ~~later~~business ~~result in issued patents that technology may infringe. Given the highly competitive nature of the space in which we operate~~operations, ~~we expect that in the future we may receive notices that claim we~~ or ~~our~~invalidate ~~collaborators have misappropriated~~ or ~~misused~~render ~~other parties’ intellectual property rights, particularly as the number of competitors in our market grows.~~

Regardless of the merits, defending ourselves against any intellectual property claims brought by third parties may be time-consuming and could result in substantial costs and a diversion of our resources. These claims and any resulting lawsuits, if resolved adversely to us, may subject us to significant liability for damages, impose temporary or permanent injunctions against our solution, technologies or business operations, or invalidate or render unenforceable our intellectual property rights. We may not be able to obtain necessary licenses on commercially reasonable terms, or at all. 32

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unenforceable our intellectual property rights. We may not be able to obtain necessary licenses on commercially reasonable terms, or at all.

If our technology is determined to infringe a valid and enforceable patent, or if we wish to avoid potential intellectual property litigation on any alleged infringement, misappropriation or other violation of third party intellectual property rights, we may be required to do one or more of the following: (i) cease development, sales, provision or use of our solutions that incorporate, use, implement, or rely on the asserted intellectual property right; (ii) obtain a license from the owner of the asserted intellectual property right, which may be unavailable on commercially reasonable terms, or at all, or which may be non-exclusive, in which case our competitors and other third parties may obtain access to the same technologies licensed to us; (iii) pay substantial royalties or other damages; or (iv) redesign our technology or one or more aspects or systems of the Kodiak Driver to avoid any infringement or allegations thereof. These options may not always be commercially feasible. Additionally, in our ordinary course of business, we agree to indemnify our customers, partners and other commercial counterparties for claims of infringement of intellectual property rights arising out of their use of our technology, so we may face liability to our business partners or third parties for indemnification, the costs of defending the claim, or other remedies in the event that a claim subject to our indemnification obligation is made against them.

We license third-party technology or intellectual property rights. Consequently, we could face claims that our use of such in-licensed technology or exercise of such intellectual property rights infringes, misappropriates or otherwise violates the intellectual property rights of others. In such cases, we may be permitted to seek indemnification from our licensors under our agreement with the licensor. However, our rights to indemnification may be unavailable or insufficient to cover our costs and losses.

We also may not be successful in attempts to redesign our technology to avoid any alleged infringement. A successful claim of infringement against us, or our failure or inability to develop and implement non-infringing technology or receive a license for the infringed intellectual property rights on acceptable terms and on a timely basis, could adversely affect our business and results of operations. Furthermore, such lawsuits, regardless of their merit or success, would likely be time-consuming and expensive to resolve and might divert management’s time and attention from our business, which may adversely affect our business, financial condition and results of operations. Also, such lawsuits, regardless of their merit or success, may harm our reputation with customers and in the industry at large.

Our applications for patents or other intellectual property rights registration may not issue or be registered, which may adversely affect our ability to prevent others from commercially exploiting products and technologies similar to ours.

Registration of intellectual property rights can be an expensive and time-consuming process. This may involve both research as to the pre-existing rights of other parties and engagement with complex government procedures and documentation. It is possible that examiners, registrars, and other government authorities who oversee applications for registration of intellectual property rights would contest the validity or registrability of our intellectual property rights. Overcoming such registration challenges could require significant effort and expense. Regulations and procedures related to the examination of patent applications related to AI technologies continue to evolve. Existing or future pending patent applications may not be drafted in a manner sufficient to meet future requirements of examination. If we are not able to timely obtain registrations for our intellectual property rights, this will negatively affect our ability to enforce the same against infringers, which may in turn create risks for our business as said infringers continue to operate.

We cannot be certain that we are the first inventor of the subject matter to which we have filed a particular patent application, or if we are the first party to file such a patent application. If another party has filed a patent application that covers the same subject matter as the application we have submitted, we may not be entitled to the protection sought by the patent application. As a result, we cannot be certain that the patent applications that we file will issue, or that our issued patents will afford protection against competitors with similar technology. In addition, our competitors may design around our issued patents. Any unanticipated issues in the scope of the patent protection we seek may adversely affect our business, financial condition and results of operations. Further, changes to patent law, or the inability to enforce our patents in certain jurisdictions, may limit the scope of our patents, limit the enforceability or validity of our patents, or be limited by subject matter eligibility, in part or fully.

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Further, changes to patent law, or the inability to enforce our patents in certain jurisdictions, may limit the scope of our patents, limit the enforceability or validity of our patents, or be limited by subject matter eligibility, in part or fully.

Parties in various jurisdictions and/or overlapping markets may be currently using brands, logos, or trademarks that are the same as or confusingly similar to those that we currently use or intend to use. While we will endeavor to avoid the use of any brand or trademark which would cause consumer confusion, it is possible that the use of our brands or trademarks could create consumer confusion in certain markets or jurisdictions. In such an event, we may be required to modify or discontinue the use of our existing brands or trademarks in part or in whole. Any efforts to redesign or replace existing branding may be costly, disrupt customer recognition or public perception, require substantial marketing investments to rebuild brand awareness, or otherwise result in delays or disruption to the effective marketing of our solution. Any of these may adversely affect our business, financial condition, and results of operations.

Our patents may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated, or their scope limited. As a result, we may not be able to prevent others from developing or exploiting competing technologies, which may adversely affect our business, prospects, financial condition and results of operations.

We cannot be certain that we will be granted patents pursuant to our pending applications. Even if our patent applications succeed and we are issued patents in accordance with them, these patents may still be contested, circumvented or invalidated in the future. Future innovations by others may provide opportunities to design around our granted patents. In addition, the rights granted under any issued patents may not provide us with meaningful protection or competitive advantages. The claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others may also bar us and our customers and licensees from exploiting any patents that issue from our pending applications or may otherwise limit the scope of any issued patent claims. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. These patents and patent applications might have priority over our patent applications and may result in our patent applications not being issued or being subject to significant limitations in their scope. Finally, in addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable.

31Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. These patents and patent applications might have priority over our patent applications and may result in our patent applications not being issued or being subject to significant limitations in their scope. Finally, in addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable.

Certain of our innovations are embodied in proprietary information that may not be patentable or subject to copyrights, trademark, trade dress or service mark protection.

Certain of our innovations are embodied in proprietary information, such as trade secrets, know-how and confidential information, such that those innovations may not be patentable or subject to copyright, trademark, trade dress, service mark protection or other registrable intellectual property, or that we believe is best protected by means that do not require public disclosure. We generally seek to protect this proprietary information by entering into third-party confidentiality agreements and consulting services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors and other third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Trade secrets or confidential information may also be willfully or unintentionally disclosed, including by employees, who may leave our company and join our competitors.

Notwithstanding contractual protections, we have limited control over the protection of our trade secrets held or used by our customers, OEMs, upfitters, suppliers and partners, and may lose future trade secret protection if any unauthorized disclosure of such information occurs. If any of our trade secrets were to be lawfully obtained by a competitor or other third party from our customers, OEMs, upfitters, suppliers and partners, we may have no right to prevent them from using that trade secret to compete with us. If any of our trade secrets were to be disclosed, ~~whether lawfully or otherwise, to a competitor or other third party, our business, financial condition and results of operations may be adversely affected.~~

While we maintain policies to prevent trade secrets or confidential information from being disclosed in an inappropriate manner to third-party controlled large language models or other artificial intelligence, breaches of these policies, or unauthorized disclosures by third parties, may result in disclosure of information to third parties and could result in loss of our trade secrets or disclosure of our trade secrets or confidential information to our competitors. In addition, our proprietary information may be independently developed by our competitors or other third parties, and we would have no basis to stop such uses. Any failure to protect our trade secrets or other proprietary information may adversely affect our business, financial condition, and results of operations. Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets. 34

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whether lawfully or otherwise, to a competitor or other third party, our business, financial condition and results of operations may be adversely affected.

While we maintain policies to prevent trade secrets or confidential information from being disclosed in an inappropriate manner to third-party controlled large language models or other artificial intelligence, breaches of these policies, or unauthorized disclosures by third parties, may result in disclosure of information to third parties and could result in loss of our trade secrets or disclosure of our trade secrets or confidential information to our competitors. In addition, our proprietary information may be independently developed by our competitors or other third parties and we would have no basis to stop such uses. Any failure to protect our trade secrets or other proprietary information may adversely affect our business, financial condition, and results of operations.

Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets.

We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property or any proprietary information that we hold. There is a risk that third parties may obtain and improperly utilize or disclose our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights.

We may be subject to claims that we or our employees have wrongfully used or disclosed trade secrets or other proprietary information of our employees’ former employers, which, whether or not meritless, could be distracting to management, expensive and time-consuming to defend, and result in significant liability and harm our reputation, any of which may adversely affect our business, financial condition, and results of operations.

Our industry is highly competitive, specifically with respect to management, engineers and other key employees, and claims of trade secret misappropriation have been made in the past between competitors. We may be subject to claims that we or our employees have inadvertently, purposefully, or otherwise used or disclosed trade secrets or other proprietary information of an employee’s former employer. While we use reasonable efforts to advise against, and require our employees not to use any trade secrets or proprietary information from their former employers in the development of our technology and intellectual property, we cannot guarantee that our processes or requirements will be effective. Litigation may be necessary to defend against these claims, whether or not they have merit. Even if we are successful in defending against these claims, litigation may result in substantial costs and demands on management resources. If we fail in defending such claims, in addition to paying significant monetary damages, we may also lose the ability to utilize valuable intellectual property rights or retain key personnel. A loss of key personnel or their work product, or the ability to use proprietary information we regarded as our own, may hamper or prevent our ability to scale our commercial operations, which may adversely affect our business, financial condition and results of operations. In addition, if we are required to re-design or re-engineer our technology as a result of any such litigation, whether or not such litigation has merit, our business, financial condition, and results of operations may be adversely affected.

cannot guarantee that our processes or requirements will be effective. Litigation may be necessary to defend against these claims, whether or not they have merit. Even if we are successful in defending against these claims, litigation may result in substantial costs and demands on management resources. If we fail in defending such claims, in addition to paying significant monetary damages, we may also lose the ability to utilize valuable intellectual property rights or retain key personnel. A loss of key personnel or their work product, or the ability to use proprietary information we regarded as our own, may hamper or prevent our ability to scale our commercial operations, which may adversely affect our business, financial condition and results of operations. In addition, if we are required to re-design or re-engineer our technology as a result of any such litigation, whether or not such litigation has merit, our business, financial condition, and results of operations may be adversely affected.

Our software contains third-party open-source software components, which may expose us to information security vulnerabilities, result in failures, errors, and defects, and may not be supported now or in the future. Our failure to comply with the terms of the underlying open-source software licenses may restrict our ability to sell our products, give rise to claims for infringement or breach of contract, or require us to disclose and license certain of our proprietary source code.

Our software contains components that are licensed under so-called “open-source,” “free” or other similar licenses. Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification, or other contractual protections regarding infringement claims or the quality of the code. Accordingly, we cannot assure that the authors of such open-source software will implement or push updates to address security risks or will not abandon further development and maintenance. In addition, the public availability of such software may make it easier for others to compromise, copy or reverse-engineer our technology. Many of the risks associated with the use of open-source software cannot be eliminated. If not properly addressed, these risks could negatively affect our business, our intellectual property and the security of our systems, products and services. To the extent that our systems depend upon the successful operation of the open-source software it uses, any undetected errors or defects in such open-source software may prevent the deployment or impair the functionality or security of our systems or applications, delay the introduction of new solutions, result in a failure of our systems, products or services, and injure our reputation. For example, undetected errors or defects in open-source software may render it vulnerable to breaches or cyberattacks and make our systems more vulnerable to security breaches and other cyber incidents.

Open-source software is made available to the general public on an “as-is” basis under the terms of a non-negotiable license. Open-source license terms are often ambiguous, sporadically and unpredictably enforced, and there is little legal precedent governing their interpretation. Certain open-source licenses may give rise to obligations to disclose or license our source code or other intellectual property rights if such open-source software is integrated with our proprietary software or distributed in certain ways. We currently combine our proprietary software with open-source software, but not in a manner that we believe requires the release of the source code of our material proprietary software to the public. If we combine or distribute our proprietary software with open-source software in a manner that is determined to require disclosure of our proprietary software under the terms of an open-source license, we may decide to release the source code to our proprietary software as open-source software or cease using the relevant open-source software which might be costly or otherwise difficult to replace. In addition, if the license terms for newer versions of the open-source software that we use change, we may be forced to re-design or re-engineer our software, incur additional costs or discontinue the use of certain offerings if re-designing or re-engineering may not be accomplished in a timely manner. Although we monitor our use of open-source software to avoid subjecting material proprietary software to unintended conditions, there is a risk that these licenses may be construed in a way that may impose unanticipated conditions or restrictions on our ability to commercialize our offerings. We may be subject to lawsuits by parties claiming ownership of what we believe to be open-source software or claiming non-compliance with the terms and conditions of an open-source license. Should that occur, we may incur significant legal costs defending ourselves against such allegations. If we were held to have breached or to have failed to fully comply with such terms and conditions, we may face infringement claims or other liability, 35

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~~including~~business, ~~contractual~~our ~~liability,~~intellectual ~~may~~property beand ~~required~~the tosecurity ~~seek~~of ~~costly~~our ~~licenses~~systems, ~~from~~products ~~third~~and ~~parties~~services. toTo ~~continue~~the ~~providing~~extent that our ~~technology,~~systems ~~including~~depend onupon ~~terms~~the ~~that~~successful ~~are~~operation ~~not~~of ~~economically~~the ~~feasible~~open-source software it uses, toany ~~re-design~~undetected errors or redefects in such open-~~engineer~~source ~~our~~software ~~technology,~~may orprevent tothe ~~make~~deployment ~~generally~~or ~~available,~~impair inthe ~~source~~functionality ~~code~~or ~~form~~security of our ~~proprietary~~systems ~~code~~or applications, ~~any~~delay the introduction of ~~which~~new ~~may~~solutions, ~~adversely~~result ~~affect~~in a failure of our ~~business~~systems, ~~financial~~products ~~condition~~or services, and ~~operating~~injure ~~results~~our reputation. WeFor ~~cannot~~example, ~~guarantee~~undetected ~~that~~errors weor ~~have~~defects ~~used~~in open-source software inmay arender ~~manner~~it ~~that~~vulnerable ~~will not subject us~~ to ~~liability~~breaches or incyberattacks aand ~~manner~~make ~~that~~our issystems ~~consistent~~more ~~with~~vulnerable ~~our~~to ~~current~~security ~~policies~~breaches and ~~procedures.~~other cyber incidents.

Although we monitor our use of open-source software to avoid subjecting material proprietary software to unintended conditions, there is a risk that these licenses may be construed in a way that may impose unanticipated conditions or restrictions on our ability to commercialize our offerings. We may be subject to lawsuits by parties claiming ownership of what we believe to be open-source software or claiming non-compliance with the terms and conditions of an open-source license. Should that occur, we may incur significant legal costs defending ourselves against such allegations. If we were held to have breached or to have failed to fully comply with such terms and conditions, we may face infringement claims or other liability, including contractual liability, may be required to seek costly licenses from third parties to continue providing our technology, including on terms that are not economically feasible, to re-design or re-engineer our technology, or to make generally available, in source code form our proprietary code, any of which may adversely affect our business, financial condition and operating results. We cannot guarantee that we have used open-source software in a manner that will not subject us to liability or in a manner that is consistent with our current policies and procedures.

We may not be able to protect our intellectual property rights globally, and changes in U.S. intellectual property law may diminish the value of our intellectual property rights in general, thereby impairing our ability to protect our products.

Decisions by the U.S. Supreme Court involving patent rights may have a significant impact on our ability to protect our technology and enforce our intellectual property rights. In addition, the extent to which intellectual property rights can be used to protect artificial intelligence, datasets, weights, and biases is not yet settled under U.S. law, and is subject to change. Any change to the treatment of intellectual property rights, or to the available scope of intellectual property rights in such technologies, may adversely affect our business, financial condition, and results of operations.

Further, the standards applied by the U.S. Patent and Trademark Office (“USPTO”) and foreign patent offices in granting patents are not always applied uniformly or predictably. For example, there is no uniform worldwide policy regarding patentable subject matter or the scope of claims allowable for business methods. As such, we do not know the degree of future protection that we will have on our technologies, products, and services. While we will endeavor to protect our technologies, products, and services with intellectual property rights such as patents, as appropriate, the process of obtaining patents is time-consuming, expensive, and sometimes unpredictable.

The U.S. Supreme Court has ruled on several patent cases in recent years, such as Impression Products, Inc. v. Lexmark International, Inc., Association for Molecular Pathology v. Myriad Genetics, Inc., Mayo Collaborative Services v. Prometheus Laboratories, Inc. and Alice Corporation Pty. Ltd. v. CLS Bank International, and the Court of Appeal for the Federal Circuit has ruled on cases such as Recentive Analytics, Inc. v. Fox. Corp. In each case the courts have either narrowed the scope of patent protection available in certain circumstances or weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, these rulings have created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents may change in unpredictable ways, which may weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future. Actions in foreign jurisdictions may create similar problems or may create divergent issues based on uncertain or different results.

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of Appeal for the Federal Circuit has ruled on cases such as Recentive Analytics, Inc. v. Fox. Corp. In each case the courts have either narrowed the scope of patent protection available in certain circumstances or weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, these rulings have created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents may change in unpredictable ways, which may weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future. Actions in foreign jurisdictions may create similar problems or may create divergent issues based on uncertain or different results.

Risks Related to Our Legal and Regulatory Environment

We are subject to substantial regulations, including regulations governing motor carriers and autonomous vehicles, and unfavorable changes to, whether initiated by regulators or through the pressure of organized labor, or failure by us to comply with, these regulations may adversely affect our business, financial condition and results of operations.

Currently, there are no FMVSSs or Federal Motor Carrier Safety Regulations (“FMCSRs”) that expressly relate to the performance of AV technology. Further, there are currently no widely accepted uniform standards regarding AV technology and its commercial use. We work closely with law enforcement and regulators, and we have built organizational, operational, and safety processes to ensure that the performance of our technology meets rigorous standards. However, these measures may not meet future regulatory requirements enacted by government bodies. We may also be subject to future regulatory requirements that could limit the operation and commercialization of AV technology. In some jurisdictions, we may be required to present our own safety justification and evidence base, and in other areas it is possible that we may be required to pass specific autonomous safety tests. The failure to pass these safety tests or receive appropriate regulatory approvals for commercialization may adversely affect our business, financial condition, and results of operations.

34We move freight in interstate and intrastate commerce as a motor carrier authorized by the Federal Motor Carrier Safety Administration (“FMCSA”) and other state transportation agencies and are subject to rules and regulations related to the safe operation on public roadways. Failure to comply with these rules and regulations may result in inquiries, investigations, and possible termination of motor carrier authority. For example, we are subject to the FMCSRs, including certain regulations that may be difficult for the Kodiak Driver to comply with. Most notably, operators of commercial motor vehicles, including us and our customers, are required in certain circumstances to place warning devices around trucks, including Kodiak Driver-powered trucks, stopped on the side of public roadways. While FMCSA has approved an exemption process for warning triangle placement, we may not receive an exemption from USDOT, or USDOT may not change or eliminate this regulation, to provide us with an alternative approach to complying with this requirement or other similar operational requirements. Also, in installing our product onto the base vehicles, we must ensure the vehicles are not taken out of FMVSS compliance. Failure to do so may subject us to significant liabilities and possible barring of further vehicle development.

~~justification~~It is also possible that future autonomous regulations are not standardized, and ~~evidence~~our ~~base~~technology becomes subject to differing regulations across jurisdictions (e.g. federal, state, local, and international). For example, in ~~other~~Europe, ~~areas~~certain itvehicle issafety ~~possible~~regulations ~~that~~apply weto ~~may~~automated bebraking ~~required~~and tosteering ~~pass~~systems, ~~specific~~and ~~autonomous~~certain ~~safety~~treaties ~~tests~~also restrict the operations of certain higher levels of automation. ~~The~~As ~~failure~~of toMarch ~~pass~~31, ~~these~~2026, ~~safety~~25 ~~tests~~U.S. orstates ~~receive~~have ~~appropriate~~passed ~~regulatory~~legislation ~~approvals~~allowing for ~~commercialization~~the deployment of driverless trucks, and most other states allow testing with a safety driver in the vehicle. Many other states are considering legislation and regulations that may adversely affect ~~our~~autonomous ~~business~~and driverless technologies. Despite advances in U.S. state legislation, ~~financial~~there ~~condition~~is currently no comprehensive U.S. federal framework for autonomous vehicle deployment. This regulatory patchwork, and ~~results~~the ongoing legislative and regulatory efforts at various jurisdictional levels, may hinder the commercial deployment of ~~operations~~our technology and adversely affect our business prospects and financial condition.

WeFurther, ~~move~~organized ~~freight~~labor, in ~~interstate~~particular ~~and~~the ~~intrastate~~International ~~commerce~~Brotherhood asof aTeamsters, ~~motor~~has ~~carrier~~opposed ~~authorized~~driverless bytechnology ~~the Federal Motor Carrier Safety Administration (“FMCSA”)~~ and ~~other~~is ~~state~~increasingly ~~transportation~~using ~~agencies~~its ~~and~~political ~~are~~influence ~~subject~~ to ~~rules~~attempt ~~and regulations related~~ to ~~the~~slow ~~safe~~or ~~operation~~stop ondriverless ~~public roadways~~deployment. ~~Failure~~In ~~to comply with these rules and regulations may result in inquiries~~2026, ~~investigations,~~supporters ~~and possible termination~~ of ~~motor~~organized ~~carrier~~labor ~~authority.~~in ~~For~~approximately ~~example,~~10 westates ~~are~~introduced ~~subject~~legislation ~~to the FMCSRs, including certain regulations~~ that ~~may~~would berequire ~~difficult~~human ~~for~~drivers ~~the Kodiak Driver~~ to ~~comply~~be ~~with.~~physically ~~Most~~present ~~notably,~~in ~~operators~~all of commercial motor vehicles, ~~including~~equipped us and our customers, are required in certain circumstances to place warning devices around trucks, including Kodiak Driver-powered trucks, stopped on the side of public roadways. We may not receive an exemption from USDOT, or USDOT may not change or eliminate this regulation, to provide us with anAV ~~alternative approach to complying with this requirement or other similar operational requirements~~technology. ~~Also,~~These instates ~~installing~~included ~~our product onto the base vehicles~~Alaska, ~~we must ensure the vehicles are not taken out of FMVSS compliance. Failure to do so may subject us to significant liabilities and possible barring of further vehicle development.~~

It is also possible that future autonomous regulations are not standardized, and our technology becomes subject to differing regulations across jurisdictions (e.g. federal, state, local, and international). For example, in Europe, certain vehicle safety regulations apply to automated braking and steering systems, and certain treaties also restrict the operations of certain higher levels of automation. As of June 30, 2025, 24 U.S. states have passed legislation allowing for the deployment of driverless trucks, and most other states allow testing with a safety driver in the vehicle. Many other states are considering legislation and regulations that may adversely affect autonomous and driverless technologies. Despite advances in U.S. state legislation, there is currently no comprehensive U.S. federal framework for autonomous vehicle deployment. This regulatory patchwork, and the ongoing legislative and regulatory efforts at various jurisdictional levels, may hinder the commercial deployment of our technology and adversely affect our business prospects and financial condition. 37

~~Further,~~Table ~~organized labor, in particular the International Brotherhood~~ of Teamsters, has opposed driverless technology and is increasingly using its political influence to attempt to slow or stop driverless deployment. In 2025, supporters of organized labor in approximately 20 states introduced legislation that would require human drivers to be physically present in all commercial motor vehicles equipped with AV technology. These states included California, Colorado, Delaware, Nevada, New Mexico and Texas. As of June 30, 2025, no such introduced legislation has become law; however, organized labor and other opponents to driverless development may ultimately be successful and, even if unsuccessful, we may spend significant time and resources in opposition to such efforts, any of which may adversely affect our business, prospects, and results of operations. Contents

Colorado, Delaware, Maryland, and Minnesota. As of March 31, 2026, no such introduced legislation has become law; however, organized labor and other opponents to driverless development may ultimately be successful and, even if unsuccessful, we may spend significant time and resources in opposition to such efforts, any of which may adversely affect our business, prospects, and results of operations.

Changes in automotive or autonomy safety regulations, enforcement of such regulations, or concerns about AV technologies that result in regulation of the AV ground transportation industry may adversely affect our business.

Government vehicle safety regulations could have a substantial impact on our business, prospects, and our future plans. Government safety regulations are subject to change based on a number of factors that are not within our control. Such factors include new scientific or technological data, adverse publicity regarding industry recalls and perceived or actual safety risks associated with autonomous ground transportation technology, crashes involving autonomous vehicles, domestic and foreign political developments or considerations, and litigation relating to autonomous vehicles. Changes in government regulations, especially in autonomous ground transportation and the ground transportation industry may adversely affect our business. If government priorities shift and we are unable to adapt to changing regulations, our business may be adversely affected.

The costs of complying with safety regulations may increase as regulators impose more stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive industry. As the trucks that carry our systems go into production, we will be subject to existing stringent requirements under the Vehicle Safety Act, including a duty to report, subject to strict timing requirements, safety defects. The Vehicle Safety Act imposes potentially significant civil penalties for violations including the failure to comply with such reporting actions.

35We are also subject to the existing U.S. Transportation Recall Enhancement, Accountability and Documentation Act (the “TREAD Act”), which requires motor vehicle equipment manufacturers, such as us, to comply with “Early Warning” requirements by reporting certain information to the NHTSA such as information related to defects or reports of injury. The TREAD Act imposes criminal liability for violating such requirements if a defect subsequently causes death or bodily injury. In addition, the Vehicle Safety Act authorizes NHTSA to require a manufacturer to recall and repair vehicles that contain safety defects or fail to comply with U.S. federal motor vehicle safety standards. Sales into foreign countries may be subject to similar regulations.

industry. As the trucks that carry our systems go into production, we will be subject to existing stringent requirements under the National Traffic and Motor Vehicle Safety Act of 1966 (the “Vehicle Safety Act”), including a duty to report, subject to strict timing requirements, safety defects. The Vehicle Safety Act imposes potentially significant civil penalties for violations including the failure to comply with such reporting actions.

We are also subject to the existing U.S. Transportation Recall Enhancement, Accountability and Documentation Act (the “TREAD Act”), which requires motor vehicle equipment manufacturers, such as us, to comply with “Early Warning” requirements by reporting certain information to the National Highway Traffic Safety Administration (the “NHTSA”) such as information related to defects or reports of injury. The TREAD Act imposes criminal liability for violating such requirements if a defect subsequently causes death or bodily injury. In addition, the National Traffic and Motor Vehicle Safety Act authorizes NHTSA to require a manufacturer to recall and repair vehicles that contain safety defects or fail to comply with U.S. federal motor vehicle safety standards. Sales into foreign countries may be subject to similar regulations.

Failures, or perceived failures, to comply with privacy or cybersecurity laws and regulations may adversely impact our business, and such legal requirements are evolving, uncertain and may require changes to our policies and operations, which could increase our costs or prevent us from effectively operating our business.

Our current and potential future operations and sales subject us to privacy and cybersecurity laws and regulations, including with respect to our collection, use, storage, disclosure, transfer and security of data, including personal data. Among other things, these regimes may impose cybersecurity requirements, disclosure requirements, and restrictions on personal data collection, uses, and sharing that may impact our operations and the development of our business. These requirements are evolving rapidly, with new laws and regulations proposed and enacted frequently in various jurisdictions, including the United States. Our solutions may evolve both to address evolving laws and regulations, potential customer or partner requirements, or to add new features and functionality that may change our privacy or cybersecurity obligations. Therefore, the full impact of these privacy and cybersecurity regimes on our business is unknown. Further, as laws and regulations change, or their interpretation changes, we may be required to implement measures that could adversely impact our expected business or commercial operations, and these changes could be costly to implement, result in increased risks to our business and operations, or otherwise adversely impact our business and operations or opportunities for commercialization of our technologies.

We are assessing the continually evolving privacy and cybersecurity regimes applicable to our business and measures we believe are appropriate in response. Since these privacy and cybersecurity regimes are evolving, uncertain and complex, we may need to update or enhance our compliance measures as our products, markets and customer and partner demands further develop. These updates or enhancements could require implementation costs. In addition, we may not be able to monitor and react to all developments in a timely manner. The compliance measures we do adopt may prove or be perceived to be ineffective. Any failure, or perceived failure, by us to comply with current and future regulatory, partner or customer-driven privacy or cybersecurity requirements may result in significant liability or costs. Any such actual or perceived failure could also result in a material loss of revenue resulting from the adverse impact on our reputation and brand, disruption to our business and relationships, and diminished ability to retain or attract partners and customers. Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and may cause partners and customers to lose trust in us, which may have an adverse effect on our reputation and business, financial condition and results of operations.

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measures we do adopt may prove or be perceived to be ineffective. Any failure, or perceived failure, by us to comply with current and future regulatory, partner or customer-driven privacy or cybersecurity requirements may result in significant liability or costs. Any such actual or perceived failure could also result in a material loss of revenue resulting from the adverse impact on our reputation and brand, disruption to our business and relationships, and diminished ability to retain or attract partners and customers. Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and may cause partners and customers to lose trust in us, which may have an adverse effect on our reputation and business, financial condition and results of operations.

An uncertain and evolving legal and regulatory environment relating to artificial intelligence may adversely affect our business, financial condition, and results of operations.

We use artificial intelligence in our operations, product development, services, and our solution, and we rely on certain third-party artificial intelligence technologies in our operations, including generative AI-based VLMs. AI technologies are subject to evolving laws, regulations, guidance, and industry standards, which may expose us to legal liability or regulatory risk, including with respect to privacy, cybersecurity, publicity, contractual, or other rights. Litigation or other proceedings may be initiated by certain individuals claiming infringement of rights such as intellectual property, privacy or personality rights with respect to data we us to train our artificial intelligence models. We have adopted a series of measures, including the implementation of policies and management systems, to mitigate such risks. However, we cannot guarantee that these measures will be effective.

36The use of artificial intelligence technologies also presents emerging ethical and social issues. Those issues may draw public scrutiny or controversy and may also create or assist in producing unexpected results, errors, or inadequacies, any of which may be difficult to detect. Issues relating to our use of artificial intelligence and the evolving legal and regulatory landscape applicable to such technologies may adversely affect our business, financial condition, and results of operations.

~~rights.~~We ~~Litigation~~are orsubject ~~other proceedings may be initiated by certain individuals claiming infringement of rights such as intellectual property, privacy or personality rights with respect~~ to ~~data~~economic wesanctions ~~us to train our artificial intelligence models. We have adopted a series of measures, including the implementation of policies~~ and ~~management~~export ~~systems, to mitigate such risks. However, we cannot guarantee that these measures will be effective. The use of artificial intelligence technologies also presents emerging ethical~~ and ~~social~~import ~~issues.~~control ~~Those~~laws ~~issues may draw public scrutiny or controversy~~ and ~~may also create or assist in producing unexpected results, errors, or inadequacies, any of which may be difficult to detect~~regulations. ~~Issues~~Our ~~relating~~failure to ~~our~~comply ~~use~~with ofthese ~~artificial~~laws ~~intelligence~~ and ~~the~~regulations ~~evolving legal and regulatory landscape applicable to such technologies~~ may adversely affect our business, financial condition, and results of operations.

WeOur solutions are subject to U.S. economic sanctions, export controls and ~~governmental~~import ~~export~~control laws and ~~import~~regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. Additionally, U.S. economic sanctions apply to activities of our personnel in the United States as well as our personnel that are U.S. persons wherever located. U.S. economic sanctions and export control laws and regulations may prohibit the shipment of certain products and services to U.S. ~~Our~~embargoed ~~failure~~or sanctioned countries, governments, and persons, as well as shipments for certain end uses (e.g., military end uses). In addition, complying with customs laws, frequently changing U.S. tariff obligations, sanctions and export controls laws and regulations for a particular geography may be time-consuming and result in the delay or loss of revenue opportunities. Exports of our products and technology, and imports of items, including components, must be made in full compliance with applicable U.S. laws and regulations. If we fail to comply with these laws and regulations, ~~may~~we ~~adversely~~and ~~affect~~certain of our ~~business~~employees may be subject to substantial civil or criminal penalties, ~~financial~~including ~~condition~~the possible loss of export or import privileges, fines that may be imposed on us and ~~results~~responsible employees or managers and, in extreme cases, the incarceration of ~~operations.~~responsible employees or managers.

Our solutions are subject to U.S. economic sanctions, export control and import control laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. U.S. economic sanctions and export control laws and regulations prohibit the shipment of certain products and services to U.S. embargoed or sanctioned countries, governments, and persons, as well as shipments for certain end uses (e.g., military end uses). In addition, complying with sanctions and export controls laws and regulations for a particular geography may be time-consuming and result in the delay or loss of revenue opportunities. Exports of our products and technology, and imports of their components, must be made in full compliance with applicable U.S. laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees may be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, fines that may be imposed on us and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which may adversely affect our business, prospects, financial condition and results of operations and also our reputation.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct business or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010, and other anti-corruption laws and regulations. The FCPA and the U.K. Bribery Act 2010 prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. The U.K. Bribery Act 2010 and other laws also prohibit non-governmental “commercial” bribery and soliciting or accepting bribes. A violation of these laws or regulations may adversely affect our business, financial condition and results of operations and also our reputation. While we have policies and procedures designed to ensure compliance with these regulations, we cannot assure you that none of our directors, officers, employees, representatives, consultants, agents, and business partners will engage in improper conduct for which we may be held responsible.

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~~results~~promising, authorizing or providing anything of ~~operations~~value ~~and~~to ~~also~~a ~~our~~“foreign ~~reputation.~~official” ~~Responding~~for tothe ~~any~~purposes ~~investigation~~of influencing official decisions or ~~action~~obtaining ~~could~~or ~~also~~retaining ~~result~~business inor aotherwise ~~materially~~obtaining ~~significant~~favorable ~~diversion~~treatment. ofThe ~~management’s~~FCPA ~~attention~~also requires companies to make and ~~resources~~keep books, records and ~~significant~~accounts ~~defense~~that ~~costs~~accurately reflect transactions and ~~other~~dispositions ~~professional~~of ~~fees~~assets and to maintain a system of adequate internal accounting controls. InThe ~~addition,~~U.K. ~~changes~~Bribery inAct ~~economic~~2010 ~~sanctions~~and other laws inalso ~~the~~prohibit ~~future~~non-governmental “commercial” bribery and soliciting or accepting bribes. A violation of these laws or regulations may adversely affect our business, financial condition, and results of operations and also our reputation. While we have policies and procedures designed to ensure compliance with these regulations, we cannot assure you that none of our directors, officers, employees, representatives, consultants, agents, and business partners will engage in improper conduct for which we may be held responsible.

Our non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws may subject us to whistleblower complaints, adverse media coverage, investigations, severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses. Should any of the foregoing occur, it could adversely affect our business, prospects, financial condition and results of operations and also our reputation. Responding to any investigation or action could also result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition, changes in economic sanctions laws in the future may adversely affect our business, financial condition, and results of operations.

We are subject to, and must remain in compliance with, environmental laws and regulations that may adversely affect our financial condition and results of operations.

We are subject to federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment. Such laws and regulations include those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, greenhouse gases and the management of hazardous substances, oils and waste materials, as well as those specific to logistics for the oil and gas industry. Compliance with such laws and regulations can be costly, and our failure to comply with existing or new laws and regulations may result in the assessment of fines or penalties, the revocation or denial of permits, or the issuance of orders enjoining performance of some of our operations. Furthermore, under certain environmental laws and regulations, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have experienced or otherwise been affected by releases or contamination from hazardous substances or petroleum products, without regard to whether the generator, owner or operator knew of or caused the contamination or release. Liability under these laws and regulations has been interpreted to be strict, joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. Accordingly, we may have to make expenditures for investigation or remediation costs incurred by governmental entities or third parties in connection with any releases or contamination at current or former properties. Environmental liabilities may arise and adversely affect our financial condition and results of operations.

Concern over climate change, including the impact of global warming, has led to legislative and regulatory efforts to limit carbon and other greenhouse gas emissions, and these efforts may continue, particularly at the state and local levels. Emission-related regulatory actions and climate disclosure requirements could result in increased costs that may adversely impact our results of operations. Such regulatory actions may require changes in our operating practices or require additional reporting disclosures. Compliance with climate-related disclosure laws and regulations may also increase our exposure to litigation or governmental investigations or proceedings. We may also encounter difficulties in collecting and managing data that affect timely compliance or incur significant costs to comply with increased regulation regarding environmental monitoring and climate disclosure requirements. More generally, compliance with environmental laws and regulations can require significant expenditures. In addition, we may incur costs to comply with such current or future laws and regulations, the violation of which may lead to substantial fines and penalties.

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We are subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution, and sale of our technology. Some of our customers or partners may also require that we comply with their own unique requirements relating to these matters.

We develop and sell technology that contains electronic components. Such components may be subject to or may contain materials that are subject to government regulation in both the locations where manufacture and assembly of our products takes place, as well as the locations where we sell our solutions. This is a complex process which requires continual monitoring of regulations to ensure that we and our suppliers are in compliance with existing regulations in each market where we operate and where we intend to operate. If there is an unanticipated new regulation that significantly affects our use and sourcing of various components or requires more expensive components, that regulation may adversely affect our business, financial condition and results of operations. Some of our customers or partners may also require that we comply with their own unique requirements relating to these matters. If we fail to adhere to such requirements or new regulations or fail to continually monitor updates to existing regulations, we may be subject to litigation, loss of customers or partners or negative publicity, any of which may adversely affect our business, financial condition and results of operations.

Risks Related to Financial and Tax Matters

We require a significant amount of capital to fund our operations and growth. If we cannot obtain sufficient capital on acceptable terms, our business, financial condition, and results of operations may be adversely affected.

The development and commercialization of our AV technology and solutions are capital-intensive. Our limited operating history means we have limited historical data on the demand for our solutions. As a result, our future capital requirements are uncertain and actual capital requirements may differ from those currently anticipated, particularly as we incur additional costs associated with operating as a public company. We expect to focus our investments on scaling our commercial operations and expect to continue investing in R&D to further enhance our AV technology. We may need to seek equity or debt financing, including in the form of issuing equity and equity-linked securities and incurring additional indebtedness, to fund a portion of our future expenditures, notwithstanding the 2026 PIPE. Such financing might not be available to us in a timely manner, on terms that are acceptable, or at all.

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions, our financial condition, investor acceptance of our business plan, regulatory requirements and the scale of our commercial operations. We may raise these additional funds through the issuance of equity, equity-linked, or debt securities. To the extent that we raise additional financing by issuing equity securities or equity-linked securities, our stockholders may experience substantial dilution. To the extent we engage in additional debt financing, we may become subject to further restrictive covenants that may limit our flexibility in conducting future business activities. Financial institutions may request credit enhancements such as third-party guarantees and pledges of equity interest in order to extend loans to us. We cannot be certain that additional funds will be available to us on attractive terms when required, or at all. If we cannot raise additional funds when we need them, our business, financial condition and results of operations may be adversely affected.

Our estimates of our cash needs may prove inaccurate in which case we may need to raise capital or change our operating plans and timelines.

We are spending significant amounts to develop our business and have estimated, inclusive of the 2026 PIPE, how much cash we will need on a quarterly basis until we need to raise additional funds or become cash flow positive, and we expect to be able to fund our business plan into the second quarter of 2027. ~~These~~Our estimates are based on our current operating plan and are subject to significant uncertainties and contingencies, many of which are beyond our control. Our estimates regarding our cash requirements and ability to fund our business plan through a certain period may prove inaccurate, causing the actual amount to differ from our estimates. We expect to seek additional funding through debt or equity offerings to fund our operating plan. We may also find that our business operations are more expensive than we currently anticipate or that these efforts may not result in revenues, which may further increase our cash needs and losses. If our cash expenditures are higher than expected, we may need to ~~raise additional capital or adjust our operating plans and timelines. There can be no assurance that we will be able to raise additional capital on acceptable terms or at all.~~

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raise additional capital or adjust our operating plans and timelines. There can be no assurance that we will be able to raise additional capital on acceptable terms or at all.

We have relied upon, and may continue to rely upon, certain assumptions and estimates to calculate certain metrics, including our Cumulative Hours of Paid Driverless Operations, and real or perceived inaccuracies in such metrics may adversely affect our business, financial condition, and results of operations.

Certain of the metrics and figures that we disclose, such as Cumulative Hours of Paid Driverless Operations, have been calculated using internal company data that has not been independently verified. While these metrics and figures are based on what we believe to be reasonable calculations for the applicable periods of measurement, there are inherent challenges in measuring these metrics and figures. We regularly review our metrics, and may adjust our processes for calculating metrics and other figures to improve their accuracy, but these efforts may not prove successful, and we may discover material inaccuracies. In addition, our methodologies for calculating these metrics may be updated from time to time and may differ from the methodologies used by other companies to calculate similar metrics and figures. We may also discover unexpected errors in the data that we are using that resulted from technical or other errors.

39In addition, our total addressable market and opportunity estimates are subject to significant uncertainty and are based on assumptions and estimates that may prove inaccurate. The projections, forecasts and estimates that we disclose from time to time relating to the expected size and growth of the markets for AV technology may prove similarly imprecise. There is no guarantee that we will be able to successfully commercialize our solutions at scale within the addressable market opportunities presented. Even if the market in which we compete meets our size estimates and growth forecasts, our business could fail to grow at the levels we expect or at all for a variety of reasons outside our control, including competition in our industry. If securities analysts or investors do not consider any metric we may disclose in the future to be accurate representations of our business, or if we discover material inaccuracies in our estimates, then the market price of our securities may decline, and our business, financial condition, and results of operations may be adversely affected.

In addition, our total addressable market and opportunity estimates, growth forecasts, pricing, cost, and customer demand included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may prove inaccurate. The projections, forecasts and estimates in this prospectus relating to the expected size and growth of the markets for AV technology may prove similarly imprecise. There is no guarantee that we will be able to successfully commercialize our solutions at scale within the addressable market opportunities presented. Even if the market in which we compete meets our size estimates and growth forecasts, our business could fail to grow at the levels we expect or at all for a variety of reasons outside our control, including competition in our industry. If securities analysts or investors do not consider any metric we may disclose in the future to be accurate representations of our business, or if we discover material inaccuracies in our estimates, then the market price of our securities may decline, and our business, financial condition, and results of operations may be adversely affected.

If our judgments or estimates relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations may fall below expectations of securities analysts and investors, resulting in a decline in our stock price.

The preparation of our financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates in part on historical experience, market observable inputs, if available, and various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.” Significant judgments, estimates, and assumptions used in preparing our financial statements include, or may in the future include, those related to revenue recognition, stock-based compensation, and valuation of financial instruments. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which may cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our securities.

Our current and future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive.

In the ordinary course of business, we may be subject to losses resulting from product liability, accidents, acts of God, errors and omissions, cyber claims, and other claims against us, for which we may have insufficient insurance coverage or no insurance coverage. Further, because we operate in a new and thus inherently risky industry, insurance policies may not be available to us on terms and rates that are acceptable to us or at all. In addition, as a general matter, the policies that we do have may include significant deductibles or self-insured retentions. Accordingly, we cannot be certain that our current and future insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which may adversely affect our business, financial condition and results of operations. Further, actions or inactions of others in our industry, through no fault of our own, may materially increase the cost of insurance and/or materially decrease the coverage available to us on commercially reasonable terms. Insurance policies may not exist, or may be insufficient, for possible novel claims or causes of action which may be pled or come into existence in the future based upon our continued development of new technologies.

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of insurance and/or materially decrease the coverage available to us on commercially reasonable terms. Insurance policies may not exist, or may be insufficient, for possible novel claims or causes of action which may be pled or come into existence in the future based upon our continued development of new technologies.

If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and adversely affect our business and operating results.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and Nasdaq listing standards. Among other things, the Sarbanes-Oxley Act and related Exchange Act rules require that we maintain effective disclosure controls and procedures and internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls. In addition, we are required to have our independent public accounting firm attest to and report on our internal control over financial reporting when we cease qualifying as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”).

reporting. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls. In addition, we are required to have our independent public accounting firm attest to and report on our internal control over financial reporting when we cease qualifying as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”).

We are continuing to develop and refine our disclosure controls and other procedures that are designed to assure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. We are also continuing to improve our internal control over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

Our current controls and any new controls that we develop may become inadequate because of changes in the conditions in our business. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, may harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting may also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting may also cause investors to lose confidence in our reported financial and other information, which would likely adversely affect the market price of our securities. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.

Any failure to maintain effective disclosure controls and internal control over financial reporting may adversely affect our business, financial condition, and results of operations and may cause a decline in the market price of our securities.

Unanticipated changes in effective tax rates, adverse outcomes resulting from examination of our income, changes in tax laws or regulations, changes in our ability to utilize our net operating loss, or other tax-related changes may adversely affect our business, prospects, financial condition, and results of operations.

We are subject to income and other taxes in the United States and other jurisdictions, each of which has its own rules. Our current and future effective tax rates may be subject to volatility or adversely affected by a number of factors, including changes in the valuation of our deferred tax assets and liabilities; expected timing and amount of the release of any tax valuation allowances; tax effects of stock-based compensation; changes in tax laws, regulations or interpretations thereof; or lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits may adversely affect our business, financial condition, and results of operations.

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Our current and future effective tax rates may be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws or their interpretation. In addition, we may be subject to tax audits by various tax jurisdictions. Although we believe our tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution by one or more taxing authorities may have a material impact on the results of our operations.

Recent changes and currently proposed changes in tax laws may have a material adverse effect on our business, cash flow, results of operations or financial conditions.

We are and will be generally subject to tax laws, regulations, and policies of several taxing jurisdictions. In addition, potential changes in tax laws, as well as other factors, may cause us to experience fluctuations in our future tax obligations and effective tax rates and otherwise adversely affect our future tax positions and/or our future tax liabilities. For example, in August of 2022, the United States enacted ~~the~~a ~~Excise~~1% ~~Tax~~stock repurchase excise tax and a 15% alternative minimum tax on adjusted financial statement income as part of the Inflation Reduction Act of 2022. Additionally, the One Big Beautiful Bill Act (or “OBBB Act”), enacted on July 4, 2025, among other changes, added Section 174A to the Code, permitting the deduction of certain U.S. research and development expenditures incurred in tax years beginning on or after January 1, 2025, but expenditures attributable to research and development conducted outside the U.S. continue to be required to be capitalized and amortized over a 15-year period. We are currently evaluating the full impact of the OBBB Act on us. Further, many countries, and organizations such as the Organization for Economic Cooperation and Development (the “OECD”) have proposed implementing changes to existing tax laws. The OECD has made proposals regarding the implementation of global minimum tax of at least 15% for multinationals with global revenue exceeding certain thresholds, known as “Pillar Two.” ~~However,~~The onOECD ~~June 28,~~and ~~2025,~~participating ~~the~~jurisdictions G7have ~~released~~agreed ato ~~joint statement announcing an understanding regarding~~ a ~~proposed~~ “side-by-side” ~~solution~~elective safe harbor that would exempt electing U.S.-parented multinational ~~businesses~~entities from certain provisions of ~~the~~Pillar ~~global~~Two ~~minimum~~for ~~tax,~~fiscal ~~and~~years ~~the~~beginning ~~OECD~~on ~~released~~or aafter ~~draft~~January ~~proposal~~1, ~~dated August 13, 2025, to exclude U~~2026.S. ~~multinational companies from certain minimum tax enforcement measures.~~ Any of these or other developments or changes in U.S. federal, state, or international tax laws or tax rulings may adversely affect our current and future effective tax rate and our operating results. There can be no assurance that our current and future effective tax rates or tax payments will not be adversely affected by these or other developments or changes in law.

Our ability to utilize our net operating loss carryforwards may be limited.

As of December 31, ~~2024~~2025, we had estimated U.S. federal and state net operating loss carryforwards of approximately $~~160~~288.8 7 million and $~~154~~180.3 9 million, respectively. Our U.S. state net operating loss carryforwards subject to expiration will begin to expire in 2039. In general, we may potentially use these net operating losses to offset taxable income for U.S. federal and state income tax purposes. Furthermore, our U.S. federal net operating losses generally may only be used to offset 80% of our taxable income. This may require us to pay U.S. federal income taxes in future years despite generating a loss for U.S. federal income tax purposes in prior years. Limitations under state law may differ. We have established a valuation allowance against the carrying value of these deferred tax assets.

In addition to the potential net operating loss ~~carryforward~~ limitations previously noted above, under Section 382 of the Internal Revenue Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to use its pre-change net operating loss carryforwards to offset future taxable income. The limitations apply if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by one or more stockholders or groups of stockholders who own at least 5% of a company’s stock over a rolling three-year period. If we have experienced an ownership change at any time since our incorporation, we may already be subject to limitations on our ability to utilize our existing net operating loss carryforwards and other tax attributes to offset taxable income or tax liability. In addition, future changes in our stock ownership, which may be outside of our control, may trigger an ownership change. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. As a result, even if we earn net taxable income in the future, our ability to use ~~these or~~ our pre-change net operating loss carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which may potentially result in increased future income tax liability to us. In addition, for state income tax purposes, there may be periods during which the use of net operating loss carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. For example, California recently enacted legislation that limits the use of state net operating losses for taxable years beginning on or after January 1, 2024 and before January 1, 2027.

42 44

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increase state taxes owed. For example, California recently enacted legislation that limits the use of state net operating losses for taxable years beginning on or after January 1, 2024 and before January 1, 2027.

We may incur substantial indebtedness which may adversely affect our business and limit our ability to plan for or respond to changes in our business.

We have in the past incurred and may continue to incur substantial indebtedness. Our ability to make payments on our debt obligations and to fund planned capital expenditures depends on our ability to generate cash from our future operations. To a certain extent, this, is subject to financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, if we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic investments and alliances, any of which may impede the implementation of our business plans, prevent us from entering into transactions that may otherwise benefit our business and/or adversely affect our financial condition and results of operations. We may not be able to refinance our indebtedness or take such other actions, if necessary, on commercially reasonable terms, or at all.

Our credit facilities contain restrictive covenants and other terms that may impair our ability to conduct business.

Among other things, and in each case subject to certain exceptions, our credit facilities contain a number of customary affirmative and negative covenants that will limit or restrict our ability to: incur additional indebtedness (including guaranty obligations); incur liens; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and make other payments in respect of capital stock; make acquisitions, investments, loans and advances; make payments on or modify the terms of certain existing indebtedness; engage in certain transactions with affiliates; enter into pledges with respect to our intellectual property; and change our line of business. As a result of these covenants and restrictions, we are limited in how we conduct our business. We may also be unable to raise additional debt or other financing to compete effectively or to take advantage of new business opportunities. Our ability to comply with these covenants and restrictions may be affected by events beyond our control. Breaches of these covenants and restrictions may result in a default under the credit facilities, which would give the lenders the right to terminate their commitments to provide additional loans under the credit facilities and to declare all borrowings, together with accrued and unpaid interest and fees, to be immediately due and payable. The terms of any future indebtedness we may incur may include additional restrictive covenants. We may not be able to maintain compliance with these covenants. If we fail to do so, we may not be able to obtain waivers from the lenders or amend the covenants, which may adversely affect our business, financial condition and results of operations.

We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which may adversely affect our business, financial condition, results of operations, and cash flows.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and results of operations, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, or interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay strategic acquisitions and partnerships, capital expenditures, and payments on account of other obligations, seek additional capital, restructure, or refinance our indebtedness, or sell assets. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and could require us to comply with more onerous covenants, which could further restrict our business operations. In addition, we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms, or at all.

If we are unable to repay or otherwise refinance our indebtedness when due, or if any other event of default is not cured or waived, the applicable lenders could accelerate our outstanding obligations or proceed against the collateral granted to them to secure that indebtedness. Should that occur, it could force us into bankruptcy or liquidation. In the event the applicable lenders accelerate the repayment of our borrowings, we may not have

43 45

~~collateral~~Table ~~granted to them to secure that indebtedness. Should that occur, it could force us into bankruptcy or liquidation. In the event the applicable lenders accelerate the repayment~~ of our borrowings, we may not have sufficient assets to repay that indebtedness. Any acceleration of amounts due under the agreements governing our credit facilities or the exercise by the applicable lenders of their rights under the security documents could have a material and adverse effect on our business. Contents

sufficient assets to repay that indebtedness. Any acceleration of amounts due under the agreements governing our credit facilities or the exercise by the applicable lenders of their rights under the security documents could have a material and adverse effect on our business.

There is substantial doubt about our ability to continue as a “going concern.”

Although our audited financial statements for the years ended December 31, 2025, 2024, and 2023 were prepared under the assumption that we will continue our operations as a going concern, we have incurred and expect to continue to incur significant expenses and operating losses. Management has concluded that these circumstances raise substantial doubt about our ability to continue as a going concern, and the reports of our independent registered public accounting firms that accompany our financial statements for the years ended December 31, 2025, 2024, and 2023 include an explanatory paragraph which states certain conditions exist that raise substantial doubt about our ability to continue as a going concern in relation to the foregoing.

Our future capital requirements will depend on many factors, including the rate of adoption of the Kodiak Driver and our DaaS model, ~~which we launched in December 2024 in connection with our partnership with Atlas,~~ and the associated revenue growth, the expenses associated with such growth, and the timing and extent of our research and development efforts. If we are unable to raise sufficient capital when needed, our business, financial condition and results of operations may be adversely affected, and we may need to significantly modify our operational plans to continue as a going concern. We do not anticipate that our cash and cash equivalents as of ~~September~~March 3031, ~~2025,~~2026 ~~which~~will ~~includes~~be ~~the~~sufficient ~~net~~to ~~cash~~meet ~~proceeds~~our ~~from~~capital ~~the~~requirements ~~consummation~~for at least one year under our current operating plan. Inclusive of the ~~Business~~expected ~~Combination~~net proceeds from 2026 PIPE, ~~will~~we expect to be ~~sufficient~~able to ~~meet~~fund our ~~capital~~business ~~requirements~~plan ~~for~~into atthe ~~least~~second ~~one~~quarter ~~year~~of ~~under~~2027. See Note 17 to our ~~current~~condensed ~~operating~~consolidated ~~plan~~financial statements included in this prospectus for additional information regarding the 2026 PIPE. We expect to seek additional funding from debt or equity offerings, which may result in substantial dilution or additional restrictive covenants. If we do not generate sufficient cash to fund our operating plan, we may also adjust our operating plan to reduce our research and development initiatives, lower our anticipated growth plans or liquidate our assets, among other things. To the extent any or all of these events were to occur, our business, operating results, financial condition and prospects may be materially and adversely affected. In conjunction with such a liquidation, the values we receive for our assets in liquidation or dissolution may be significantly lower than the values reflected in our financial statements. Our lack of cash resources and our potential inability to continue as a going concern may adversely affect our stock price and our ability to raise new capital or to enter into critical contractual relations with third parties due to concerns about our ability to meet our contractual obligations.

The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to continue as a going concern. Please see the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~of Legacy Kodiak~~—Liquidity and Capital Resources” for additional information.

Risks Related to Our Securities

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

Our ~~Common~~common ~~Stock~~stock and Public Warrants are listed on Nasdaq under the symbols “KDK” and “KDKRW,” respectively. Although we currently meet the continued listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will continue to be listed on Nasdaq in the future. To continue listing our securities on Nasdaq, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $50 million), a minimum market capitalization attributable to publicly held shares (generally $15 million) and a minimum number of holders of our securities (generally 400 public holders).

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another stock exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

~~• reduced liquidity for our securities;~~46

•Table ~~a determination that our securities are a “penny stock” which will require brokers trading in our securities to adhere to more stringent rules and possibly result in a reduced level~~ of ~~trading activity in the secondary trading market for our securities;~~Contents

•reduced aliquidity ~~limited~~for ~~amount~~our ~~of news and analyst coverage~~securities; ~~and~~

•a determination that our securities are a ~~decreased~~“penny ~~ability~~stock” towhich ~~issue~~will ~~additional~~require brokers trading in our securities orto ~~obtain~~adhere ~~additional~~to ~~financing~~more stringent rules and possibly result in a reduced level of trading activity in the ~~future.~~secondary trading market for our securities;

•a limited amount of news and analyst coverage; and

•a decreased ability to issue additional securities or obtain additional financing in the future.

An active trading market for our securities may not develop, which may limit your ability to sell such securities.

Although we list our ~~Common~~common ~~Stock~~stock and Public Warrants on Nasdaq under the ticker symbols “KDK” and “KDKRW,” respectively, an active trading market for such securities may never develop or be sustained. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our ~~Common~~common ~~Stock~~stock and Public Warrants. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing our ~~Common~~common ~~Stock~~stock and Public Warrants.

Delaware law and our Certificate of Incorporation and Bylaws ~~will~~ contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our Certificate of Incorporation, Bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our Board and therefore depress the trading price of our ~~Common~~common ~~Stock~~stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the then-current members of our Board or taking other corporate actions, including effecting changes in management. Among other things, our Certificate of Incorporation and Bylaws include provisions regarding:

• the ability of our Board to issue shares of our preferred stock, known as “blank check” preferred stock, and to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any series of our preferred stock, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

• the limitation of the liability of, and the indemnification of, our directors and officers;

• the right, subject to the rights of holders of our preferred stock to elect directors under specific circumstances, of our Board to appoint a director to fill a vacancy or unfilled seat created by the expansion of our Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies or other unfilled seats on our Board;

• the requirement, so long as our Board is classified, that directors may only be removed from our Board for cause and upon the affirmative vote of the holders of at least the majority of the total voting power of our issued and outstanding ~~Common~~common ~~Stock~~stock entitled to vote in the election of directors, voting as a single class;

45•the requirement that, subject to the terms of any series of our preferred stock, a special meeting of stockholders may be called only by: (i) our Board acting pursuant to a resolution adopted by a majority of the directors then serving on our Board; (ii) the chairperson of our Board; or (iii) our Chief Executive Officer or president and the explicit prohibition on stockholders calling a special meeting, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•controlling the ~~requirement~~procedures ~~that,~~for ~~subject to~~ the ~~terms~~conduct ofand ~~any~~scheduling ~~series~~ of our ~~preferred stock, a special meeting of stockholders may be called only by: (i) our~~ Board ~~acting pursuant to a resolution adopted by a majority of the directors then serving on our Board; (ii) the chairperson of our Board; or (iii) our Chief Executive Officer or president~~ and ~~the~~stockholder ~~explicit prohibition on stockholders calling a special meeting, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors~~meetings;

~~• controlling the procedures for the conduct and scheduling of our Board and stockholder meetings;~~47

•Table ~~the requirement for the affirmative vote~~ of holders of at least 66 2/3% of the total voting power of all of our then outstanding voting securities entitled to vote thereon, voting together as a single class, to amend or modify certain provisions in our Certificate of Incorporation which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;Contents

•the requirement for the ~~ability~~affirmative vote of holders of at least 66 2/3% of the total voting power of all of our ~~Board~~then outstanding voting securities entitled to ~~alter~~vote orthereon, voting together as a single class, to amend or modify certain provisions in our ~~Bylaws,~~Certificate of Incorporation which ~~may~~could ~~allow~~preclude ~~our~~stockholders ~~Board~~from tobringing ~~take~~matters ~~additional~~before ~~actions~~annual toor ~~prevent~~special anmeetings ~~unsolicited~~of ~~takeover~~stockholders and delay changes in our Board and also may inhibit the ability of an acquirer to ~~amend~~effect ~~our~~such ~~Bylaws~~amendments to facilitate an unsolicited takeover attempt; ~~and~~

•the ~~advance~~ability ~~notice~~of ~~procedures with which~~ our ~~stockholders~~Board ~~must comply~~ to ~~nominate~~alter ~~candidates~~or toamend our ~~Board or to propose matters to be acted upon at a stockholders’ meeting~~Bylaws, which ~~could~~may ~~preclude~~allow ~~stockholders from bringing matters before annual or special meetings of stockholders and delay changes in~~ our Board ~~and~~to ~~also~~take ~~may~~additional ~~discourage~~actions orto ~~deter~~prevent aan ~~potential~~unsolicited ~~acquirer~~takeover ~~from~~and ~~conducting~~inhibit athe ~~solicitation~~ability of ~~proxies~~an ~~to elect the~~ acquirer’s ~~own~~to ~~slate~~amend ofour ~~directors~~Bylaws orto ~~otherwise~~facilitate ~~attempting~~an tounsolicited ~~obtain~~takeover ~~our~~attempt; ~~control.~~and

•advance notice procedures with which our stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain our control.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our Board or management.

As a Delaware corporation, we are generally subject to provisions of Delaware law, including the DGCL. ~~See the section of this prospectus titled “Description of Our Securities-Anti-Takeover Effects of Our Certificate of Incorporation, Bylaws and Certain Provisions of Delaware Law.”~~

Any provision of our Certificate of Incorporation, Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of our ~~Common~~common ~~Stock~~stock and could also affect the price that some investors are willing to pay for our ~~Common~~common ~~Stock~~stock.

Our Bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for certain types of actions and proceedings, and the federal district courts as the exclusive forum for Securities Act claims, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders or employees.

Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court in Delaware or the U.S. District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on our behalf, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our director, stockholder, officer or other employee to us or our stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL, our Certificate of Incorporation or our Bylaws (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination). If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than the Court of Chancery in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Our Bylaws also provide that, to the fullest extent permitted by law, the federal district courts of the United States will be the sole and exclusive forum for the resolutions of any complaint asserting a cause or causes of action arising under the Securities Act. This provision in our Bylaws would not address or apply to claims that arise under the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations under the Exchange Act. To the extent these provisions could be construed to apply to such claims, there is uncertainty as to whether a court would enforce such provisions in connection with such claims, and stockholders cannot waive compliance with the federal securities laws and the rules and regulations under the federal securities laws.

46 48

~~consent~~Table ~~to the personal jurisdiction~~ of such court within 10 days following such determination). If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than the Court of Chancery in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Our Bylaws will also provide that, to the fullest extent permitted by law, the federal district courts of the United States will be the sole and exclusive forum for the resolutions of any complaint asserting a cause or causes of action arising under the Securities Act. This provision in our Bylaws would not address or apply to claims that arise under the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations under the Exchange Act. To the extent these provisions could be construed to apply to such claims, there is uncertainty as to whether a court would enforce such provisions in connection with such claims, and stockholders cannot waive compliance with the federal securities laws and the rules and regulations under the federal securities laws. Contents

Any person or entity purchasing, holding or otherwise acquiring any interest in any of our securities will be deemed to have notice of and consented to the provisions of our Bylaws described in the preceding paragraph. These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers, stockholder or other employees, which may discourage lawsuits against us and our directors, officers, stockholders and other employees. The enforceability of similar exclusive-forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in our Bylaws is inapplicable or unenforceable. If a court were to find these exclusive-forum provisions to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.

Our Certificate of Incorporation does not limit the ability of the SPAC Sponsor, certain affiliates or funds associated with the SPAC Sponsor or our non-employee directors to compete with us.

~~The~~Ares Acquisition Holdings II LP (the "SPAC Sponsor"), certain affiliates or funds associated with the SPAC Sponsor and our non-employee directors and their respective affiliates engage in a broad spectrum of activities, including investments in similar business activities or lines of business in which we now engage or propose to engage. In the ordinary course of their business activities, the SPAC Sponsor, certain affiliates or funds associated with the SPAC Sponsor and our non-employee directors and their respective affiliates may engage in activities in which their interests conflict with our interests or those of our stockholders. Our Certificate of Incorporation provides that, to the fullest extent permitted by law, none of the SPAC Sponsor, certain affiliates or funds associated with the SPAC Sponsor, our non-employee directors or any of their respective affiliates (including any non-employee director who serves as our officer in such person’s director and officer capacities) has any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we engage or propose to engage or otherwise competing with us, our stockholders, or any of our affiliates.

Further, to the fullest extent permitted by law, in the event that any of the SPAC Sponsor, certain affiliates or funds associated with the SPAC Sponsor and our non-employee directors and their respective affiliates acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and us or any of our affiliates, they will have no duty to communicate or offer such transaction or other business opportunity to us or any of our affiliates and will not be liable to us or our stockholders or to any of our affiliates for breach of any fiduciary duty as a stockholder, director or officer of ours solely by reason of the fact that they pursue or acquire such corporate opportunity for themselves, offer or direct such corporate opportunity to another Person, or do not communicate information regarding such corporate opportunity to us or any of our affiliates. The SPAC Sponsor, certain affiliates or funds associated with the SPAC Sponsor and their respective directors and officers may pursue, in their capacities other than as directors of our Board, acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. The SPAC Sponsor, certain affiliates or funds associated with the SPAC Sponsor and their respective directors and officers may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

Board, acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. The SPAC Sponsor, certain affiliates or funds associated with the SPAC Sponsor and their respective directors and officers may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of our ~~Common~~common ~~Stock~~stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and our Board’s attention and resources from our business, which may adversely affect our business, financial condition and results of operations. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. We may also be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters.

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Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

Risks Related to Our Warrants

We may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants. As a result, the exercise price of your Public Warrants could be increased, the exercise period could be shortened and the number of ~~Common~~common ~~Stock~~stock purchasable upon exercise of a Public Warrant could be decreased, all without your approval.

The Public Warrants are issued under a Warrant Agreement (the “Warrant Agreement”). The Warrant Agreement provides that the terms of the Public Warrants may be amended with the approval of the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the purchase agreement with respect to the Private Placement Warrants, 50% of the number of the then-outstanding Private Placement Warrants. Examples of such amendments could be to increase the exercise price of the Warrants, convert the Warrants into cash, shorten the exercise period or decrease the number of ~~Common~~common ~~Stock~~stock purchasable upon exercise of a Warrant.

The Warrant Agreement designates the courts of the State of New York or the U.S. District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Public Warrants, which could limit the ability of Public Warrant holders to obtain a favorable judicial forum for disputes with us.

Subject to applicable law, the Warrant Agreement provides that: (i) any action, proceeding, claim or dispute against us arising out of or relating in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the U.S. District Court for the Southern District of New York; and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. However, with respect to any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder, there is uncertainty as to whether a court would enforce this provision, because Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

District of New York; and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. However, with respect to any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder, there is uncertainty as to whether a court would enforce this provision, because Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the U.S. are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of the Public Warrants shall be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the U.S. District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Public Warrants, such holder shall be deemed to have consented to: (i) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (ii) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and members of our Board.

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There is no guarantee that our Public Warrants will ever be in the money, and they may expire worthless.

The exercise price for our Public Warrants is $119.5028 per share of our ~~Common~~common ~~Stock~~stock, subject to adjustment. There is no guarantee that the Public Warrants will be in the money prior to their expiration, and as such, our Public Warrants may expire worthless.

Your Public Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you.

We may redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if the closing price of our ~~Common~~common ~~Stock~~stock equals or exceeds $1814.0053 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders, and if certain other conditions are met. If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem Public Warrants even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding Public Warrants could force you to: (i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.

49You may only be able to exercise your Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of our common stock from such exercise than if you were to exercise such Public Warrants for cash.

~~You~~The ~~may~~Warrant ~~only~~Agreement beprovides ~~able~~that in the following circumstances holders of Public Warrants who seek to exercise ~~your~~their Public Warrants will not be permitted to do for cash and will, instead, be required to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of our common stock issuable upon exercise of the Public Warrants are not registered under ~~certain~~the ~~circumstances,~~Securities ~~and~~Act in accordance with the terms of the Warrant Agreement; (ii) if ~~you~~we dohave so, ~~you~~elected ~~will~~and ~~receive~~the ~~fewer~~ shares of our ~~Common~~common stock are at the time of any exercise of a Public Warrant not listed on a Stock ~~from~~Exchange such ~~exercise~~that ~~than~~they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if ~~you~~we ~~were~~have toso ~~exercise~~elected ~~such~~and we call the Public Warrants for ~~cash~~redemption.

~~The~~If ~~Warrant~~you ~~Agreement~~exercise ~~provides~~your ~~that~~Public inWarrants ~~the~~on ~~following~~a ~~circumstances~~cashless ~~holders~~basis, ofyou ~~Public~~would ~~Warrants~~pay ~~who~~the ~~seek~~warrant to exercise ~~their~~price by surrendering the Public Warrants ~~will~~for ~~not~~that benumber ~~permitted~~of toshares doof ~~for~~our ~~cash~~common ~~and~~stock ~~will,~~equal ~~instead,~~to bethe ~~required~~quotient toobtained doby sodividing: on(i) athe ~~cashless~~product ~~basis~~of inthe ~~accordance~~number ~~with~~of ~~Section 3(a)(9)~~shares of our common stock underlying the ~~Securities~~Public ~~Act:~~Warrants, ~~(i) if~~multiplied by the excess of the “fair market value” of shares of our ~~Common~~common ~~Stock~~stock ~~issuable~~(as ~~upon~~defined in the next sentence) over the exercise price of the Public Warrants ~~are~~by ~~not~~(ii) ~~registered~~the ~~under~~fair ~~the~~market ~~Securities~~value. ~~Act~~The in“fair ~~accordance~~market ~~with~~value” is the ~~terms~~average reported closing price of the ~~Warrant~~shares ~~Agreement;~~of ~~(ii) if~~our wecommon ~~have~~stock sofor ~~elected~~the ~~and~~ten trading days ending on the ~~shares~~third oftrading ~~our~~day ~~Common~~prior ~~Stock~~to ~~are~~the atdate on which the ~~time~~notice of ~~any~~ exercise ofis areceived ~~Public~~by ~~Warrant~~the ~~not~~warrant ~~listed~~agent or on awhich ~~Stock~~the ~~Exchange~~notice ~~such~~of ~~that~~redemption ~~they~~is ~~satisfy~~sent to the ~~definition~~holders of ~~“covered~~Public ~~securities”~~Warrants, ~~under~~as ~~Section 18(b)(1)~~applicable. As a result, you would receive fewer shares of ~~the~~our ~~Securities~~common ~~Act;~~stock ~~and~~from ~~(iii) if~~such weexercise ~~have~~than soif ~~elected~~you ~~and~~were weto ~~call~~exercise ~~the~~such Public Warrants for ~~redemption~~cash.

IfOur ~~you~~ability ~~exercise~~to ~~your~~require ~~Public~~holders ~~Warrants~~of onour ~~a cashless basis, you would pay the warrant exercise price by surrendering the~~ Public Warrants ~~for that number of shares of our Common Stock equal~~ to ~~the~~exercise ~~quotient~~such ~~obtained by dividing: (i) the product of the number of shares of our Common Stock underlying the~~ Public Warrants, ~~multiplied~~on bya ~~the~~cashless ~~excess~~basis ofafter ~~the~~we ~~“fair~~call ~~market value” of shares of our Common Stock (as defined in~~ the ~~next sentence) over the exercise price of the~~ Public Warrants byfor ~~(ii) the~~redemption ~~fair~~will ~~market~~cause ~~value.~~holders ~~The~~to ~~“fair~~receive ~~market~~fewer ~~value” is the average reported closing price of the~~ shares of our ~~Common~~common ~~Stock~~stock ~~for~~upon ~~the~~exercise ~~ten~~than ~~trading~~they ~~days~~would ~~ending~~have onreceived ~~the~~had ~~third~~they ~~trading~~been ~~day~~able ~~prior~~ to ~~the~~pay ~~date on which~~ the ~~notice of~~ exercise isprice ~~received by the warrant agent or on which the notice~~ of ~~redemption~~their ~~is sent to the holders of~~ Public Warrants, asin ~~applicable. As a result, you would receive fewer shares of our Common Stock from such exercise than if you were to exercise such Public Warrants for~~ cash.

~~Our~~If ~~ability~~we tocall ~~require~~the ~~holders~~Public ofWarrants ~~our~~for ~~Public~~redemption, ~~Warrants~~we may require all holders that wish to exercise ~~such~~ Public Warrants to do so on a cashless basis. ~~after~~If we ~~call~~elect ~~the~~to require holders to exercise their Public Warrants ~~for~~on ~~redemption~~a ~~will~~cashless ~~cause~~basis or if holders elect to ~~receive~~do ~~fewer~~so when there is no effective registration statement, the number of shares of our ~~Common~~common ~~Stock~~stock received by a holder upon exercise will be less than ~~they~~if ~~would~~such ~~have~~holder ~~received~~exercised ~~had~~his ~~they~~or ~~been~~her ~~able~~Public toWarrant ~~pay~~for cash. For example, if the ~~exercise~~holder ~~price~~is ofexercising ~~their~~1,000 Public Warrants inat ~~cash~~$10.00 per share through a cashless exercise when our common stock has a fair market value of $20.00 per share, then upon the cashless exercise the holder will receive 500 shares of our common stock. The holder would have received 1,000 shares of our common stock if the exercise

If we call the Public Warrants for redemption, we may require all holders that wish to exercise Public Warrants to do so on a cashless basis. If we elect to require holders to exercise their Public Warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of shares of our Common Stock received by a holder upon exercise will be less than if such holder exercised his or her Public Warrant for cash. For example, if the holder is exercising 875 Public Warrants at $11.50 per share through a cashless exercise when our Common Stock has a fair market value of $17.50 per share, then upon the cashless exercise the holder will receive 300 shares of our Common Stock. The holder would have received 875 shares of our Common Stock if the exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in us because the warrant holder will hold a smaller number of shares of our Common Stock upon a cashless exercise of the Public Warrants.

Risks Related to Our Organizational Structure

The sale of securities registered for resale in this prospectus and future resales of substantial amounts of our Common Stock in the public markets, or the perception that such sales could occur, may cause the market price of our securities to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our Common Stock in the public markets may occur at any time. The Selling Securityholders can sell, under this prospectus, up to 184,793,179 shares of Common Stock constituting approximately 58.5% of our issued and outstanding Common Stock as of September 24, 2025, immediately after giving effect to the consummation of the Business Combination (assuming the exercise in full of all of the Warrants, the vesting or issuance of all of the shares issuable under the Business Combination Agreement, including the Earn Out Securities and the SPAC Sponsor Earn Out Shares, and conversion of all of the Series A Preferred Stock). These sales, any future sales of a substantial number of shares of our Common Stock in the public market or the perception in the market that the holders of a large number of shares intend to sell shares, may reduce the market price of our Common Stock. Despite such a decline in the public trading price,

certain Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the lower price at which they purchased their shares compared to other public investors (as described on the cover page of this prospectus) and be incentivized to sell its securities when others are not.

Under our Bylaws, all shares held by the SPAC Sponsor immediately prior to the Closing and all shares of our Common Stock issued or issuable as consideration under the Business Combination Agreement to Legacy Kodiak Securityholders are subject to lockup restrictions, subject to certain customary and other exceptions, until September 24, 2026 (the “Lockup Period”). Notwithstanding the foregoing, if the closing price of our Common Stock equals or exceeds $12.00 for 20 of 30 consecutive trading days commencing on or after February 21, 2026, then the Lockup Period will terminate. In addition, in connection with the Closing, our Board waived the lockup restrictions with respect to (i) shares of our Common Stock to be issued upon the conversion of the Second Lien Loans, other than those shares of our Common Stock to be issued to the SPAC Sponsor Affiliate Investor with respect to the initial Second Lien Loans provided by the SPAC Sponsor Affiliate Investor and to an entity affiliated with one of our directors and (ii) 226 shares of our Common Stock for each Legacy Kodiak Securityholder that was not an affiliate of Legacy Kodiak. See the section titled “Securities Act Restrictions on Resale of Securities” for additional information regarding the lockup restrictions. Following the expiration of the Lockup Period, the applicable stockholders will not be restricted from selling shares of our Common Stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of our Common Stock in the public market may occur at such time. As restrictions on resale end and registration statements are available for use, the sale or possibility of sale of these shares may have the effect of increasing the volatility in our share price or the market price of our securities may decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Further, a significant number of shares of our Common Stock are subject to issuance upon exercise of the Warrants, and the number of shares covered by the Warrants may increase. For example, the PIPE Warrants and Non-Redemption Agreement Warrants contain anti-dilution adjustments, including with respect to certain future issuances or sales of Common Stock at prices less than the exercise price then in effect. Further, future adjustments to the exercise price of the Warrants may result in substantial additional dilution to existing stockholders and may depress the market price of our Common Stock. For example, pursuant to the Warrant Agreement, if the volume-weighted average price of our Common Stock from September 23, 2025 to October 20, 2025 is below $9.20, the exercise price per share of the Private Placement Warrants and the Public Warrants will be adjusted to 115% of the higher of such volume-weighted average price or the effective price per share paid by the PIPE Investors with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock and PIPE Warrants, as determined in good faith by the Board in its sole discretion. Similarly, for the PIPE Warrants and Non-Redemption Agreement Warrants, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following March 24, 2026 is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following June 24, 2026 is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $6.00. The issuance of the shares of Common Stock underlying these Warrants or any adjustments to the exercise price of such Warrants will have a dilutive impact on other stockholders and may reduce the market price of our Common Stock.

In addition, each share of our Series A Preferred Stock is convertible into Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price, plus any accrued but unpaid dividends on such share. The conversion price is initially $12.00, but is subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to certain future issuances or sales of Common Stock at prices less than the conversion price then in effect. In addition, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following March 24, 2026 is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following June 24, 2026 is less

~~than~~Table ~~the conversion price then in effect, the conversion price will be adjusted to the greater~~ of (i) such volume weighted average price and (ii) $6.00. The conversion of our Series A Preferred Stock to such shares of Common Stock or any adjustments to the conversion price will have a dilutive impact on other stockholders and may reduce the market price of our Common Stock. Contents

~~Additionally,~~price wewas ~~intend~~paid toin ~~file a registration statement to register shares reserved for future issuance under our 2025 Plan and the ESPP~~cash. ~~Upon~~This ~~effectiveness~~will ofhave the ~~registration~~effect ~~statement, subject to the satisfaction~~ of ~~applicable~~reducing ~~vesting restrictions and~~ the ~~expiration~~potential or“upside” ~~waiver~~ of the ~~lock-up~~holder’s ~~restrictions~~investment ~~discussed~~in ~~above~~us ~~applicable~~because ~~to certain of~~ the ~~shares,~~warrant ~~the~~holder ~~shares issued thereunder~~ will behold ~~available for immediate resale in the public market. These sales, any future sales of~~ a ~~substantial~~smaller number of shares of our ~~Common~~common ~~Stock~~stock inupon ~~the public market or the perception in the market that the holders of~~ a ~~large~~cashless ~~number~~exercise of ~~shares intend to sell shares, may reduce~~ the ~~market~~Public ~~price of our Common Stock~~Warrants.

Risks Related to Our Organizational Structure

The sales of securities registered for resale in this prospectus and future resales of substantial amounts of our common stock in the public markets, or the perception that such sales could occur, may cause the market price of our securities to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public markets may occur at any time. The Selling Securityholders can sell, under this prospectus, up to 30,769,218 shares of Common Stock, assuming exercise of the 2026 PIPE Warrants. Any future sales of a substantial number of shares of our common stock in the public market or the perception in the market that the holders of a large number of shares intend to sell shares, may reduce the market price of our common stock. Despite such a decline in the public trading price, certain stockholders may still experience a positive rate of return on the securities they purchased due to the lower price at which they purchased their shares compared to other public investors and be incentivized to sell its securities when others are not.

Under our Bylaws, all shares held by the SPAC Sponsor immediately prior to the Closing and all shares of our common stock issued or issuable as consideration under the Business Combination Agreement to Legacy Kodiak Securityholders are subject to lockup restrictions, subject to certain customary and other exceptions, until September 24, 2026 (the “Lockup Period”). Notwithstanding the foregoing, if the closing price of our common stock equals or exceeds $12.00 for 20 of 30 consecutive trading days commencing on or after February 21, 2026, then the Lockup Period will terminate. In addition, in connection with the Closing, our Board waived the lockup restrictions with respect to (i) shares of our common stock issued upon the conversion of our second lien loans, other than those shares of our common stock to be issued to AAC II Holdings II LP, an affiliate of the SPAC Sponsor (the "SPAC Sponsor Affiliate Investor") with respect to the initial second lien loans provided by the SPAC Sponsor Affiliate Investor and to an entity affiliated with one of our directors and (ii) 226 shares of our common stock for each Legacy Kodiak securityholder that was not an affiliate of Legacy Kodiak. Following the expiration of the Lockup Period, the applicable stockholders will not be restricted from selling shares of our common stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of our common stock in the public market may occur at such time. As restrictions on resale end and registration statements are available for use, the sale or possibility of sale of these shares may have the effect of increasing the volatility in our share price or the market price of our securities may decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Further, a significant number of shares of our common stock are subject to issuance upon exercise of the Warrants, and the number of shares covered by the Warrants may increase. For example, the PIPE Warrants and Non-Redemption Agreement Warrants contain anti-dilution adjustments, including with respect to certain issuances or sales of common stock at prices less than the exercise price then in effect. Recently, in connection with the consummation of the 2026 PIPE, the exercise price of the PIPE Warrants and NRA Warrants was adjusted to $6.00 per share. Further, future adjustments to the exercise price of the Warrants may result in substantial additional dilution to existing stockholders and may depress the market price of our common stock. For example, pursuant to the Warrant Agreement, the exercise price per share of the Private Placement Warrants and the Public Warrants were adjusted from $11.50 to $9.28 after trading closed on October 20, 2025. The issuance of the shares of common stock underlying these Warrants or any adjustments to the exercise price of such Warrants will have a dilutive impact on other stockholders and may reduce the market price of our common stock.

In addition, each share of our Series A Preferred Stock is convertible into common stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price, plus any accrued but unpaid dividends on such share. In the event we elect to pay dividends in kind, the Accrued Value will increase, thereby increasing the number of shares of our common stock into which each share of our Series A Preferred Stock is convertible and the related voting power of the Series A Preferred Stock, which will be dilutive to other stockholders. For example, we elected to pay the December 2025 accrued dividends on the Series A Preferred

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Stock in kind, which resulted in the Accrued Value of the Series A Preferred Stock increasing from $1,200.00 to $1,222.66, which amount will increase to $1,283.56 to the extent we declare the June 1, 2026 dividend as a payment-in-kind.

The conversion price was initially $12.00, but is subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to certain future issuances or sales of common stock at prices less than the conversion price then in effect, including the potential equity and equity-linked financing we are expecting to complete in the near term. In connection with the consummation of the 2026 PIPE, the conversion price was adjusted to $6.00 per share.

The conversion of our Series A Preferred Stock to such shares of common stock or any adjustments to the conversion price will have a dilutive impact on other stockholders and may reduce the market price of our common stock.

Additionally, we have filed a registration statement to register shares reserved for future issuance under our 2025 Plan and the ESPP. Subject to the satisfaction of applicable vesting restrictions and the expiration or waiver of the lock-up restrictions discussed above applicable to certain of the shares, the shares issued thereunder will be available for immediate resale in the public market. These sales, any future sales of a substantial number of shares of our common stock in the public market or the perception in the market that the holders of a large number of shares intend to sell shares, may reduce the market price of our common stock.

We have incurred and will continue to incur significant expenses and administrative burdens as a public company, which may adversely affect our business, prospects, financial condition, and results of operations.

As a public company, we face increased legal, accounting, administrative and other costs and expenses that we did not incur as a private company. The Exchange Act, Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, as well as the Public Company Accounting Oversight Board and the stock exchanges, impose additional reporting and other obligations on public companies. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. We expect to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

Compliance with public company requirements has increased costs and made certain activities more time-consuming. A number of these requirements require us to carry out activities we have not done previously. For example, as a public company, we maintain board committees and internal controls and disclosure controls and procedures. In addition, we continue to incur expenses associated with SEC reporting requirements. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we may incur additional costs rectifying those issues, and the existence of those issues may adversely affect our reputation or investor perceptions of us. In addition, as a public company, it is also more expensive to maintain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations have and will continue to increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to reserve a significant amount of money that may otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which may further increase costs.

Our management team has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our recent transition to operating as a public company, which is subject to significant regulatory oversight and reporting obligations under federal securities laws and continuous scrutiny of securities analysts and investors. Their limited experience in dealing with the increasingly complex laws pertaining to public companies may be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being

52 53

~~devoted~~Table ~~to our management and growth. We may not have adequate personnel with the appropriate level~~ of knowledge, experience, and training in the accounting policies, practices or internal control over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods. Contents

increasingly complex laws pertaining to public companies may be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to our management and growth.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our Certificate of Incorporation and Bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law.

In addition, as permitted by Section 145 of the DGCL, our Bylaws and our indemnification agreements that we entered into with our directors and officers provide that:

• we will indemnify our directors and officers for serving in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

• we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

• we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

• we are not obligated pursuant to our Bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our Board or brought to enforce a right to indemnification;

• the rights conferred in our Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

• we may not retroactively amend our Bylaws provisions to reduce our indemnification obligations to directors, officers, employees and agents.

We do not intend to pay cash dividends for the foreseeable future.

We have never declared or paid any cash dividends on our capital stock and do not intend to pay any cash dividends in the foreseeable future except for our dividend obligations with respect to the Series A Preferred Stock. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the discretion of our Board subject to the limitations under the Certificate of Designation for our Series A Preferred Stock. Accordingly, investors must rely on sales of our securities after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

The market price and trading volume of our ~~Common~~common ~~Stock~~stock may be volatile and may decline significantly.

The stock markets, including Nasdaq, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for our ~~Common~~common ~~Stock~~stock, the market price of our common stock may be volatile and may decline significantly. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to resell your shares at an attractive price, or at all. We

the market price of our Common Stock may be volatile and may decline significantly. In addition, the trading volume in our Common Stock may fluctuate and cause significant price variations to occur. If the market price of our Common Stock declines significantly, you may be unable to resell your shares at an attractive price, or at all. We cannot assure you that the market price of our Common Stock will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

• the realization of any of the risk factors presented in this prospectus;

• changes in the industries in which we and our customers operate;

• developments involving our competitors;

• changes in laws and regulations affecting our business;

• actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition;

• additions and departures of key personnel;

• failure to comply with the requirements of the listing exchange;

• failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

• future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities;

• publication of research reports by securities analysts about us or our competitors or our industry;

• the public’s reaction to our press releases, other public announcements and filings with the SEC;

• actions by stockholders, including sales of the securities covered by the registration statement of which this prospectus forms a part;

• the performance and market valuations of other similar companies;

• commencement of, or involvement in, litigation involving us;

• broad disruptions in the financial markets, including sudden disruptions in the credit markets;

• speculation in the press or investment community;

• actual, potential or perceived control, accounting or reporting problems;

• changes in accounting principles, policies and guidelines; and

• other events or factors, including those resulting from infectious diseases, health epidemics and pandemics, natural disasters, war, acts of terrorism or responses to these events.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation may result in substantial costs and divert our management’s attention and resources, which may have a material adverse effect on us.

Our actual financial position and results of operations may differ materially from the unaudited pro forma condensed combined financial information included in this prospectus.

AACT and Kodiak Opco previously operated as separate companies and has no prior history as a combined entity. AACT’s and Kodiak Opco’s operations had not previously been managed on a combined basis. The unaudited pro forma financial information included in this prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of our future operating results or financial position following the consummation of the Business Combination. The

~~unaudited~~Table ~~pro forma financial information does not reflect our final accounting treatment~~ of the Series A Preferred Stock, the Warrants, the Earn Out Securities or SPAC Sponsor Earn Out Shares, as such accounting treatment is still being accessed and finalized. Further, the unaudited pro forma financial information does not reflect future events that may occur and does not consider potential impacts of future market conditions on revenues or expenses. The unaudited pro forma financial information included in the section of this prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from AACT’s and Kodiak Opco’s historical financial statements and certain adjustments and assumptions have been made regarding the combined entity after giving effect to the Business Combination. There may be differences between preliminary estimates in the unaudited pro forma financial information and the final acquisition accounting, which could result in material differences from the unaudited pro forma information presented in this prospectus in respect of the estimated financial position and our actual results of operations. Contents

Ifcannot ~~securities~~assure oryou ~~industry~~that ~~analysts~~the domarket ~~not~~price ~~publish~~of orour ~~cease~~common ~~publishing~~stock ~~research~~will ornot ~~reports~~fluctuate ~~about~~widely ~~us,~~or ~~our~~decline ~~business,~~significantly orin the ~~market~~future in ~~which~~response weto ~~operate,~~a ornumber ifof ~~they~~factors, ~~change~~including, ~~their~~among ~~recommendations regarding our securities adversely~~others, the ~~price and trading volume of our securities may decline.~~ following:

~~The trading market for our securities will be influenced by~~ •the ~~research~~realization and reports that industry or securities analysts may publish about us, our business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of ~~us, our share price and trading volume may likely be negatively impacted. If~~ any of the ~~analysts~~risk ~~who~~factors ~~may~~presented cover us change their recommendation regarding our shares of common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock may likely decline. If any analyst who may cover us were to cease our coverage of us or fail to regularly publish reports on it, we may lose visibility in ~~the~~this ~~financial markets, which in turn may cause our share price or trading volume to decline.~~ prospectus;

We•changes ~~qualify~~in ~~as an “emerging growth company” within~~ the ~~meaning~~industries ofin ~~the~~which ~~Securities Act. If~~ we ~~take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors~~ and ~~may make it more difficult to compare~~ our ~~performance~~customers ~~with other public companies.~~ operate;

We•developments ~~qualify~~involving as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we are eligible for and intend to take advantage of certain exemptions or reduced disclosure obligations from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they may deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our Common Stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year, (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2028. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, we may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. This may make comparison of our financial statements with those of public companies that comply with public company effective dates difficult or impossible because of the potential differences in accounting standards used. Investors may find our Common Stock less attractive because we rely on these exemptions or competitors;

•changes in laws and regulations affecting our business;

•actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition;

•additions and departures of key personnel;

•failure to comply with the requirements of the listing exchange;

•failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

•future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities;

•publication of research reports by securities analysts about us or our competitors or our industry;

•the public’s reaction to our press releases, other public announcements and filings with the SEC;

•actions by stockholders, including sales of the securities;

•the performance and market valuations of other similar companies;

•commencement of, or involvement in, litigation involving us;

•broad disruptions in the financial markets, including sudden disruptions in the credit markets;

•speculation in the press or investment community;

•actual, potential or perceived control, accounting or reporting problems;

•changes in accounting principles, policies and guidelines; and

•other events or factors, including those resulting from infectious diseases, health epidemics and pandemics, natural disasters, war, acts of terrorism or responses to these events.

If securities or industry analysts cease publishing research or reports about us, our business, or the market in which we operate, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities may decline.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, market or competitors. If any of the analysts who cover or may in the future cover us change their recommendation regarding our shares of common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock may likely decline. If any analyst who covers or may in the future cover us were to cease our coverage of us or fail to regularly publish reports on it, we may lose visibility in the financial markets, which in turn may cause our share price or trading volume to decline.

~~reduced~~Table ~~disclosure~~of ~~obligations, which may result in a less active trading market for our Common Stock and its price may be more volatile.~~ Contents

We qualify as an “emerging growth company” within the meaning of the Securities Act. If we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we are eligible for and intend to take advantage of certain exemptions or reduced disclosure obligations from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they may deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year, (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2028. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, we may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. This may make comparison of our financial statements with those of public companies that comply with public company effective dates difficult or impossible because of the potential differences in accounting standards used. Investors may find our common stock less attractive because we rely on these exemptions or reduced disclosure obligations, which may result in a less active trading market for our common stock and its price may be more volatile.

General and Macroeconomic Risks

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as terrorism. Material disruptions of our business or information systems resulting from these events may adversely affect our business, financial condition, and results of operations.

A significant natural disaster, such as an earthquake, fire, flood, hurricane or significant power outage or other similar events, such as infectious disease outbreaks or pandemic events, ~~including the COVID-19 pandemic and its aftermath,~~ may adversely affect our business, financial condition and results of operations. In particular, our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity and increasingly for the threat of fires. Natural disasters and associated events may occur in the future with increasing frequency or severity as a result of climate change, which could cause business interruptions. In addition, natural disasters, acts of terrorism or war may cause disruptions in our remaining operations, our or our partners’ businesses, our suppliers’ or the economy as a whole. We also rely on information technology systems to communicate among our workforce and with third parties. Any disruption to our communications, whether caused by a natural disaster or by man-made problems, such as power disruptions, may adversely affect our business. We do not have a formal disaster recovery plan or policy in place and do not currently require that our partners have such plans or policies in place. All of the aforementioned risks may be further increased if our disaster recovery plans prove to be inadequate. Any of the foregoing may result in business interruptions that may adversely affect our business, financial condition and results of operations. Further, the insurance we maintain may be insufficient to cover our losses resulting from such business interruptions, and any incidents may result in loss of, or increased costs of, such insurance.

General business and economic conditions, and risks related to the trucking, industrial, oil and gas and public sector ecosystems, may adversely affect our business, financial condition, and results of operations.

Our performance is subject to macroeconomic conditions that are beyond our control and the effect of such conditions on levels of activity in ground transportation. Such macroeconomic factors include interest rates, the rate of inflation, unemployment levels, the availability of government stimulus and unemployment compensation payments, the impact of a federal government shutdown, natural disasters, health epidemics, gasoline prices, adjustments in monthly payments, adjustable-rate mortgages and other debt payments, and consumer perceptions of economic condition. For example, changes in macroeconomic conditions due to actual or proposed tariff changes could increase consumer prices, unemployment rates, and inflation, each of which in turn could affect consumer spending and the amount of products requiring ground transportation by our customers or partners. A deterioration of macroeconomic conditions may therefore cause fluctuations in our ability to scale our commercial operations or adversely affect our business, financial condition, and results of operations.

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General business and economic conditions, and risks related to the long-haul trucking, industrial trucking, oil and gas and defense ecosystems, may adversely affect our business, financial condition, and results of operations.

Our performance is subject to macroeconomic conditions that are beyond our control and the effect of such conditions on levels of activity in ground transportation. Such macroeconomic factors include interest rates, the rate of inflation, unemployment levels, the availability of government stimulus and unemployment compensation payments, the impact of a federal government shutdown, supply chain constraints, trade barriers and sanctions, geopolitical conflicts, natural disasters, health epidemics, gasoline prices, adjustments in monthly payments, adjustable-rate mortgages and other debt payments, and consumer perceptions of economic condition. For example, changes in macroeconomic conditions due to actual or proposed tariff changes could increase consumer prices, unemployment rates, and inflation, each of which in turn could affect consumer spending and the amount of products requiring ground transportation by our customers or partners. A deterioration of macroeconomic conditions may therefore cause fluctuations in our ability to scale our commercial operations or adversely affect our business, financial condition, and results of operations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include our or our management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “will,” “would” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

•our ~~the~~operational ~~expected~~and ~~benefits~~product ofroadmap, and our ability to produce and deploy the ~~Business~~Kodiak ~~Combination~~Driver at scale;

•the ~~our~~regulatory ~~estimated~~landscape ~~total~~for ~~addressable~~the ~~markets~~Kodiak ~~for~~Driver ~~its~~and ~~commercial~~complexities ~~trucking~~with ~~and~~compliance ~~public~~related ~~sector~~to ~~applications~~such landscape, including with respect to recent changes in tariffs and trade policy;

•the ~~our~~evolution ~~operational~~of ~~and product roadmap, and~~ our ~~ability~~business tomodel ~~produce~~over ~~and deploy the Kodiak Driver at scale~~time;

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

•our ~~developments~~ability ~~relating~~ to ~~our~~successfully ~~competitors~~collaborate with business partners, suppliers and ~~industry~~customers;

•our expectations regarding our ability to ~~successfully~~obtain, ~~collaborate~~maintain, ~~with~~protect ~~business~~and ~~partners~~enforce ~~and~~our ~~customers~~intellectual property rights;

• our ~~expectations~~future ~~regarding~~capital ~~its~~requirements ~~ability~~and tosources ~~obtain, maintain, protect~~ and ~~enforce~~uses ~~its~~of ~~intellectual property rights~~cash;

• our ~~future~~expectations ~~capital~~regarding ~~requirements~~our ~~and~~cash ~~sources~~runway and ~~uses~~ability ofto ~~cash~~continue as a going concern;

• our ~~success~~ability into ~~retaining~~raise oradditional ~~recruiting,~~capital orthrough ~~changes~~future ~~required~~debt ~~in,~~or ~~its~~equity ~~officers,~~offerings ~~key~~and ~~employees~~any associated dilution or ~~directors~~restrictive covenants;

• our expectations regarding ~~expansion~~the ~~plans~~ongoing implementation of our enterprise resource planning system and ~~opportunities,~~any ~~including~~effect ~~into~~on ~~international~~our ~~markets~~internal control over financial reporting;

•our ~~the~~success ~~potential~~in ~~liquidity~~retaining ~~and~~or ~~trading~~recruiting, ofor changes required in, our ~~public~~officers, ~~securities~~key employees or directors;

• ~~any changes in~~ our ~~strategy,~~expectations ~~future~~regarding ~~operations,~~expansion ~~financial~~plans ~~position, estimated revenues~~ and ~~losses~~opportunities, ~~projected~~including ~~costs,~~into ~~prospects~~international ~~and plans~~markets; ~~and~~

•the ~~expectations~~potential ~~regarding~~liquidity ~~our~~and ~~status~~trading asof anour ~~emerging~~public ~~growth company under the JOBS Act.~~securities;

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

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

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

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

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

• significant risks and uncertainties associated with rapidly evolving AV technology;

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

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

•any ~~our~~flaws ~~ability~~or toerrors ~~execute~~in ~~its~~our ~~Driver-as-a-Service~~solutions or ~~DaaS~~flaws ~~business~~in ~~model,~~or ~~including~~misuse ~~maintaining,~~of ~~retaining~~AV ~~and~~technology ~~expanding~~in ~~customer relationships and scaling production and commercial deliveries on expected timelines~~general;

•the ~~any~~risk ~~flaws~~of orsignificant ~~errors~~injury, inincluding ~~our~~fatalities, ~~solutions~~presented orby ~~flaws in or misuse of~~ AV technology ~~in general~~;

• the ~~risk~~effects of ~~significant~~competition ~~injury,~~on ~~including~~our ~~fatalities, presented by AV technology~~business;

•risks ~~the~~related ~~effects~~to working with third-party suppliers, OEMs, upfitters, service providers and partners for key components of ~~competition~~the onKodiak ~~our~~Driver, ~~business~~including supply shortages, lead times and operational design domain expansion;

•our ~~risks~~dependence ~~related~~on toa ~~working~~limited ~~with~~number ~~third-party~~of ~~suppliers~~customers, ~~OEMs,~~including ~~upfitters,~~Atlas ~~service providers~~ and ~~partners~~defense customers, for ~~key~~a ~~components~~significant portion of ~~the~~our ~~Kodiak Driver, including supply shortages~~revenue;

• our ~~dependence~~reliance on athe ~~limited~~experience ~~number of customers, including Atlas~~ and ~~customers~~expertise inof ~~the~~our ~~public~~management ~~sector~~team, ~~for~~engineers aand ~~significant~~other ~~portion~~key ~~of its revenue~~employees;

• our ~~reliance~~ability onto ~~the~~establish, ~~experience~~maintain, ~~and~~protect ~~expertise~~or ofenforce ~~its~~our ~~management~~technology ~~team,~~and ~~engineers~~intellectual property rights and ~~other~~defend ~~key~~intellectual ~~employees~~property infringement claims from others;

•changes ~~our~~in ~~ability~~the toregulatory ~~establish~~environment, ~~maintain,~~including ~~protect~~changes orto ~~enforce~~tariff ~~its technology~~ and ~~intellectual~~trade ~~property rights and defend intellectual property infringement claims from others~~policies;

•risks ~~changes~~related into ~~the~~general ~~regulatory~~business ~~environment~~and economic conditions, including ~~changes~~those related to ~~tariff~~the long-haul trucking, industrial trucking, oil and ~~trade~~gas ~~policies~~and defense ecosystems;

•real ~~risks~~or ~~related~~perceived toinaccuracies ~~general~~in ~~business~~our assumptions and ~~economic~~estimates ~~conditions, including those related~~ to ~~the~~calculate ~~trucking,~~certain ~~industrial, oil and gas and public sector ecosystems~~metrics;

•our ~~real~~ability orto ~~perceived~~raise ~~inaccuracies~~capital in ~~our~~the ~~assumptions~~future and ~~estimates~~our ability to ~~calculate~~manage ~~certain~~our ~~metrics~~growth, cash and expenses;

• our ability to ~~raise~~maintain ~~capital in~~ the ~~future~~listing ~~and~~of ~~its~~our ~~ability~~securities toon ~~manage its growth, cash and expenses~~Nasdaq;

•any ~~our~~legal ~~ability~~proceedings toinstituted ~~maintain~~against ~~the listing of our securities on Nasdaq~~us; and

•other ~~any~~risks ~~legal~~and ~~proceedings~~uncertainties ~~instituted~~described ~~against~~in ~~us;~~this ~~and~~prospectus, including those detailed under the section titled “Risk Factors.”

• other risks and uncertainties described in this prospectus, including those detailed under the section titled “Risk Factors.”

If any of the risks or uncertainties described in this prospectus materialize or the underlying assumptions prove incorrect, actual results and plans could differ materially from the results implied by any forward-looking statements. There may be additional risks that we presently do not know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

USE OF PROCEEDS

All of the shares of our Common Stock and Private Placement Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from the sale of such securities hereunder. We may receive up to approximately $756.5 million, assuming the exercise in full of all of the Warrants for cash. We expect to use any net proceeds from the exercise of the Warrants for general corporate purposes.

The closing price of our Common Stock on Nasdaq on October 7, 2025 was $8.33 per share. However, the exercise price of the Private Placement Warrants and the Public Warrants is currently $11.50 per share, and the exercise price of the PIPE Warrants and Non-Redemption Agreement Warrants is initially $12.00 per share. The likelihood that warrant holders will exercise the Warrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. To the extent the market price for our Common Stock is less than the then-effective exercise price per share of any Warrants, we believe holders of such Warrants will be unlikely to exercise such Warrants.

For the Private Placement Warrants and the Public Warrants, if the volume-weighted average price of Common Stock from September 23, 2025 to October 20, 2025 is below $9.20, the exercise price will be adjusted to 115% of the higher of such volume-weighted average price or the effective price per share paid by the PIPE Investors with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock and PIPE Warrants, as determined in good faith by the Board in its sole discretion. For the PIPE Warrants and Non-Redemption Agreement Warrants, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following March 24, 2026 is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following June 24, 2026 is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $6.00. Assuming the exercise prices of the Warrants are all reduced to the lowest price currently contemplated thereunder, we will receive an aggregate of approximately $453.6 million if all the Warrants covered by this prospectus are exercised in full for cash.

With respect to the registration of the Common Stock and Private Placement Warrants offered by the Selling Securityholders pursuant to this prospectus, the Selling Securityholders will pay any underwriting discounts and commissions incurred by them in disposing of such securities. We will bear all other costs, fees and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees, and fees of our counsel and our independent registered public accountants.

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USE OF PROCEEDS

All of the shares of our Common Stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from the sale of such securities hereunder. We may receive up to approximately $92.3 million, assuming the exercise in full of all of the 2026 PIPE Warrants for cash at the current exercise price of $6.00 per share. We expect to use any net proceeds from the exercise of the 2026 PIPE Warrants for working capital and general corporate purposes.

The closing price of our Common Stock on Nasdaq on May 28, 2026 was $7.11 per share. The likelihood that warrant holders will exercise the 2026 PIPE Warrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. To the extent the market price for our Common Stock is less than the then-effective exercise price per share of the 2026 PIPE Warrants, we believe holders of such 2026 PIPE Warrants will be unlikely to exercise such 2026 PIPE Warrants.

With respect to the registration of the Common Stock offered by the Selling Securityholders pursuant to this prospectus, the Selling Securityholders will pay any underwriting discounts and commissions incurred by them in disposing of such securities. We will bear all other costs, fees and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees, and fees of our counsel and our independent registered public accountants.

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MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information and Holders

Our Common Stock and the Public Warrants are currently listed on Nasdaq under the symbols “KDK” and “KDKRW,” respectively.

As of ~~September 24,~~May ~~2025~~15, ~~immediately after giving effect to the consummation of the Business Combination~~2026, there were ~~181~~199,~~207~~400,~~392~~662 shares of Common Stock issued and outstanding held of record by ~~236~~282 holders, 142,155 shares of Series A Preferred Stock issued and outstanding held of record by 3 holders and 6580,~~234~~223,~~590~~197 Warrants (consisting of 2524,~~999~~603,~~990~~988 Public Warrants, 558,559 Assumed Kodiak Warrants, 14,~~3000~~300,000 Private Placement Warrants, 17,769,375 PIPE Warrants, ~~and~~ 7,606,666 Non-Redemption Agreement Warrants, and 15,384,609 of the 2026 PIPE Warrants) issued and outstanding held of record by 1132 holders.

Dividend Policy

We have not paid any cash dividends on our Common Stock to date. We are obligated to pay dividends on our Series A Preferred Stock, as further described in the section titled “Description of Capital Stock.” The payment of cash dividends on our Common Stock in the future will be dependent upon our revenues and earnings, if any, capital requirements and our general financial condition and will be subject to the limitations under the Certificate of Designation for our Series A Preferred Stock. In addition, our ability to pay cash dividends may be limited by covenants of any our or our subsidiaries’ indebtedness or other contractual limitations. The payment of any cash dividends on our Common Stock will be within the discretion of our Board. Our Board is not currently contemplating and does not anticipate declaring dividends on our Common Stock in the foreseeable future.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless the context otherwise requires, the “Company” refers to Kodiak AI, Inc. (“Kodiak”) (f/k/a Ares Acquisition Corp II) and its subsidiaries after the Closing, and Ares Acquisition Corp II (“AACT”) prior to the Closing.

The unaudited pro forma condensed combined financial information presents the combination of the historical financial statements of AACT and Legacy Kodiak, adjusted to implement the Business Combination and certain transactions contemplated in connection with the Business Combination.

AACT was incorporated on March 15, 2021, as a Cayman Islands exempted company incorporated with limited liability. AACT was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. AACT has neither engaged in any operations nor generated any revenue to date.

Legacy Kodiak was incorporated in the state of Delaware on April 6, 2018 and is a leading provider of AI-powered AV technology that is addressing the needs of the commercial trucking industry and the public sector.

The unaudited pro forma condensed combined balance sheet as of June 30, 2025 combines the historical balance sheet of AACT as of June 30, 2025 with the historical balance sheet of Legacy Kodiak as of June 30, 2025 on a pro forma basis as if the Business Combination had been consummated on June 30, 2025.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 combines the historical statement of operations of AACT for the six months ended June 30, 2025 and the historical statement of operations of Legacy Kodiak for the six months ended June 30, 2025 on a pro forma basis as if the Business Combination had been consummated on January 1, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 combines the historical statement of operations of AACT for the year ended December 31, 2024 and the historical statement of operations of Legacy Kodiak for the year ended December 31, 2024 on a pro forma basis as if the Business Combination had been consummated on January 1, 2024.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this prospectus:

• the historical audited financial statements of AACT as of and for the year ended December 31, 2024 and the historical unaudited financial statements of AACT as of and for the six months ended June 30, 2025;

• the historical audited financial statements of Legacy Kodiak as of and for the year ended December 31, 2024 and the historical unaudited financial statements of Legacy Kodiak as of and for the six months ended June 30, 2025; and

• other information relating to Legacy Kodiak and AACT included in this prospectus, including the description of the Business Combination Agreement and the transactions contemplated in connection therewith in the “Explanatory Note” that appears at the beginning of this prospectus.

The unaudited pro forma condensed combined financial information should also be read together with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what Kodiak’s financial condition or results of operations would

~~have~~Table been had the Business Combination been consummated on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of Kodiak. The unaudited pro forma condensed combined financial statements include certain assumptions, which may ultimately not come to fruition. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments and the assumptions included in these unaudited pro forma condensed combined financial statements represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed. Contents

~~Description~~Management's Discussion and Analysis of ~~the~~Financial ~~Transactions~~Condition and Results of Operations.

~~Pursuant~~On toSeptember 24, 2025 (the ~~Business~~"Closing ~~Combination~~Date" ~~Agreement~~or "Closing"), Kodiak Robotics, Inc. (“Legacy Kodiak”) and Ares Acquisition Corporation II (“AACT”) consummated the merger transaction (the “Merger”) as ~~entered~~contemplated ~~into~~by ona ~~April 14~~definitive business combination agreement (the “BCA”) and AACT changed its name to Kodiak AI, ~~2025~~Inc. (the “Company” or “Kodiak”). As a result, the ~~following~~financial ~~transactions~~statements ~~occurred:~~of Legacy Kodiak are now the financial statements of Kodiak.

~~(i)~~For Ondiscussion ~~September~~related 23to our results of operations for the year ended December 31, ~~2025~~2024 and year-to-year comparison between the years ended December 31, ~~one~~2024 ~~day~~and ~~prior~~2023, refer to the ~~Closing~~section ~~Date,~~titled ~~AACT~~“MANAGEMENT’S ~~became~~DISCUSSION aAND ~~Delaware~~ANALYSIS ~~corporation~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LEGACY KODIAK” in our Prospectus filed pursuant to Rule 424(b)(3) with the U.S. Securities and Exchange Commission (the “~~Domestication~~SEC”) ~~and~~on August 29, in2025, ~~connection~~which is hereby incorporated by reference herein. The following discussion and analysis of the financial condition and results of operations should be read together with our consolidated financial statements for the ~~Domestication:~~years ended December 31, 2025, 2024, and 2023, and the related notes included elsewhere in this prospectus.

~~(A)~~Certain ~~AACT’s~~information ~~name~~contained ~~changed~~in tothis ~~“Kodiak~~discussion AIand analysis is also included elsewhere in this prospectus, ~~Inc~~including information regarding our business plans and strategy, and includes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the sections titled “Risk Factors”; and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus.

~~(B)~~Our ~~each~~investor ~~then~~relations website is located at https://investors.kodiak.ai. We use our investor relations website to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-~~issued~~public information and ~~outstanding~~for ~~AACT~~complying ~~Unit~~with ~~was~~our ~~automatically~~disclosure ~~cancelled~~obligations under Regulation FD. Accordingly, investors should monitor our investor relations website, in addition to following press releases, SEC filings and ~~each~~public ~~holder~~conference ~~became~~calls ~~entitled~~and webcasts. From time to ~~one~~time, ~~share~~we ofmay ~~Common~~also ~~Stock~~post information that could be deemed material on our social media channels, which are listed on our investor relations website, and ~~one-half~~investors ofare ~~one~~encouraged ~~Public~~to ~~Warrant;~~review those sources as well. We have included our investor relations website as an inactive textual reference only. Except as specifically incorporated by reference into this prospectus, information on such website is not part of this prospectus.

(D) each then-issued and outstanding AACT Public Warrant automatically converted into one Public Warrant; and

(E) each then-issued and outstanding AACT Private Placement Warrant automatically converted into one Private Placement Warrant.

(ii) On September 24, 2025, the Closing Date, Merger Sub merged with and into Legacy Kodiak, with Legacy Kodiak as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Kodiak.

(iii) Upon the consummation of the Business Combination, Legacy Kodiak Securityholders received or have the right to receive, in the aggregate, shares of Common Stock equal to (i) $2.5 billion divided by (ii) approximately $11.45 and the following transactions occurred:

(A) the conversion of all outstanding shares of Legacy Kodiak’s preferred stock (“Legacy Kodiak Preferred Stock”) into shares of Legacy Kodiak Common Stock at a one-for-one conversion rate;

(B) the full vesting and net exercise of outstanding Legacy Kodiak Warrants for which Legacy Kodiak had received binding net exercise agreements prior to the consummation of the Business Combination into shares of Legacy Kodiak Common Stock based on the deemed value of a share of Legacy Kodiak Common Stock immediately prior to the Closing, and the assumption of all Legacy Kodiak Warrants not subject to such an agreement into Assumed Kodiak Warrants, in each case, pursuant to the terms of such Legacy Kodiak Warrant;

(C) the automatic conversion of all of Legacy Kodiak’s outstanding SAFEs into shares of Legacy Kodiak Common Stock according to their terms and conditions;

(D) the conversion of all Second Lien Loans, excluding the Exchanged SAFE Loan, into shares of Legacy Kodiak Common Stock at an effective price of $6.00 per share of Common Stock;

(E) the conversion of each issued and outstanding share of Legacy Kodiak Common Stock, including shares of Legacy Kodiak Common Stock outstanding following the events described in subsections (A) through (D) above, to a number of shares of Common Stock based on the quotient

obtained by dividing: (i) the aggregate number of shares of Common Stock to be issued to Legacy Kodiak Securityholders at the Closing of the Business Combination; by (ii) the fully-diluted capitalization of Legacy Kodiak as of immediately prior to the Closing (the “Per Share Merger Consideration”);

(F) the conversion of all outstanding vested and unvested Legacy Kodiak Options into Exchanged Kodiak Options exercisable for shares of Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted based on the Per Share Merger Consideration; and

(G) the assumption of all outstanding vested and unvested Legacy Kodiak Warrants, for which net exercise was not assumed, into Assumed Kodiak Warrants exercisable for shares of Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted based on the Per Share Merger Consideration.

Kodiak Earn Out Securities

During the Earn Out Period, Legacy Kodiak Securityholders, including Legacy Kodiak Option holders, received, or will be entitled to receive, up to 74,998,317 Earn Out Securities, which will vest or be issued, as applicable, upon achievement of certain milestones during the Earn Out Period and, for the Earn Out RSUs, certain service-based vesting conditions.

An initial 24,999,439 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing price of Common Stock equals or exceeds the Triggering Event I Threshold, and causes Triggering Event I. An additional 24,999,439 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing price of Common Stock equals or exceeds the Triggering Event II Threshold, and causes Triggering Event II. The remaining 24,999,439 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing price of Common Stock equals or exceeds the Triggering Event III Threshold, and causes Triggering Event III.

If during the Earn Out Period there is a Change of Control that will result in:

(A) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then Triggering Event I shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control;

(B) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event II Threshold, then Triggering Event II shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control; and

(C) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event III Threshold, then Triggering Event III shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control.

Other Related Events in Connection with the Business Combination

Other related events that took place in connection with the Business Combination are summarized below:

Legacy Kodiak Financing

From February 2025 through April 2025, certain institutional and accredited investors provided $23.7 million of financing to Legacy Kodiak in the form of SAFEs, including $10.0 million from the SPAC Sponsor Affiliate Investor.

From April 2025 through June 2025, certain institutional and accredited investors invested $29.7 million in the form of Second Lien Loans to Legacy Kodiak, including $20.0 million from the SPAC Sponsor Affiliate Investor.

Additionally, certain institutional and accredited investors invested $14.1 million in the form of Second Lien Loans to Legacy Kodiak in July 2025 through September 2025.

In connection with the consummation of the Business Combination: (i) immediately prior to the Closing, the Second Lien Loans, other than the Exchanged SAFE Loan, converted into equity shares of Legacy Kodiak Common Stock; and (ii) upon the Closing, such shares of Legacy Kodiak Common Stock converted into shares of Common Stock as provided for by the Business Combination Agreement. The Exchanged SAFE Loan remains outstanding and has a maturity date of October 1, 2026.

Further, on August 25, 2025, Legacy Kodiak entered into a Second Amendment to the Second Lien Loan and Security Agreement pursuant to which the SPAC Sponsor Affiliate Investor agreed to invest an aggregate of up to $20.0 million in delayed draw Second Lien Loans, which are referred to as SPAC Sponsor Affiliate Delayed Draw Loans, which Legacy Kodiak can draw in four $5.0 million increments. No amounts have been drawn down under the SPAC Sponsor Affiliate Delayed Draw Loans.

PIPE Investment, Preferred PIPE Investment and PIPE Warrants

Concurrently with the execution of the Business Combination Agreement, AACT entered into certain subscription agreements (the “PIPE Subscription Agreements”) with certain investors in a private placement (the “PIPE Investors”). Under the terms of the PIPE Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase from Kodiak an aggregate of $60.0 million of shares of Common Stock.

Pursuant to the PIPE Subscription Agreements, certain PIPE Investors relating to aggregate subscriptions of $10.0 million satisfied their respective obligations to purchase the PIPE Shares under the PIPE Subscription Agreements by purchasing Class A Ordinary Shares in open market transactions at a price of less than approximately $11.45 per share prior to the record date established for voting at the extraordinary general meeting of AACT to approve the Business Combination.

On September 15, 2025, AACT entered into Preferred Subscription Agreements with the Preferred Investors for an aggregate purchase price of $145.0 million. One of such Preferred Investors was a PIPE Investor who had previously entered into a PIPE Subscription Agreement for an aggregate purchase price of $50.0 million. The obligation of such Preferred Investor to purchase the $50.0 million of Common Stock in such PIPE Subscription Agreement was replaced with the obligation to purchase the Series A Preferred Stock and PIPE Warrants. Pursuant to the Preferred Subscription Agreements, on the Closing Date, the Preferred Investors purchased 142,155 shares of Preferred Stock, and PIPE Warrants to purchase 17,769,375 shares of Common Stock.

Each share of the Series A Preferred Stock will be convertible into Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price, plus any accrued but unpaid dividends on such share. The conversion price will initially be $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to certain future issuances or sales of Common Stock at prices less than the conversion price then in effect. In addition, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following the date that is six months after the date of the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following the date that is nine months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $6.00.

The PIPE Warrants were immediately exercisable upon issuance and expire on September 24, 2031. The PIPE Warrants, if exercised, will be exercised on a cash or cashless basis at Kodiak’s election. Each PIPE

Warrant was initially exercisable at $12.00 per share of Common Stock, subject to the same anti-dilution and other adjustments as the conversion price of the Series A Preferred Stock. The PIPE Warrants also provide for certain customary registration rights with respect to the shares of Common Stock underlying the PIPE Warrants.

Non-Redemption Agreements

On September 22, 2025, AACT and Legacy Kodiak entered into the Non-Redemption Agreements in exchange for the Non-Redemption Agreement Investors agreeing to not redeem (or to rescind their redemption request of) an aggregate of 3,319,712 Class A Ordinary Shares in connection with the Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, immediately prior to the consummation of the Business Combination, Kodiak issued to the Non-Redemption Agreement Investors for no additional consideration, either (i) Non-Redemption Agreement Warrants to purchase Common Stock or (ii) shares of Common Stock. On the Closing Date, under the Non-Redemption Agreements, the Company issued Non-Redemption Agreement Warrants to purchase an aggregate of 7,606,666 shares of Common Stock and an aggregate of 368,028 shares of Common Stock. The Non-Redemption Agreement Warrants have substantially the same terms as the PIPE Warrants.

AACT Capital Transactions

1) AACT Share Redemption

At the extraordinary general meeting of AACT held on April 22, 2025, AACT shareholders voted on and approved a proposal to amend AACT’s Memorandum and Articles of Association to extend the date by which AACT has to consummate a business combination from April 25, 2025 to January 26, 2026. Immediately prior to this vote, AACT shareholders holding an aggregate of 640,288 AACT Class A Ordinary Shares chose to redeem such shares for a total redemption amount of $7.1 million.

2) SPAC Sponsor Contribution

Beginning April 25, 2025, the SPAC Sponsor agreed to make monthly Contributions directly to the Trust Account of $1.0 million, which equates to $0.02 for each outstanding AACT Class A Ordinary Share, other than AACT Class A Ordinary Shares held by the SPAC Sponsor, up to a maximum aggregate amount of $9.9 million. The Sponsor made $4.9 million of Contributions through the Closing Date. Kodiak reimbursed the SPAC Sponsor for the aggregate amount of all Contributions upon Closing.

3) SPAC Sponsor Earn Out Shares

On March 19, 2021, the SPAC Sponsor paid $25,000 to cover certain offering and formation costs of Kodiak in consideration for the SPAC Sponsor Contribution Shares. As of June 30, 2025, there were 12,500,000 SPAC Sponsor Contribution Shares outstanding. As part of the Business Combination, AACT and the SPAC Sponsor agreed with respect to the SPAC Sponsor Contribution Shares that:

• 50%, or the SPAC Sponsor Earn Out Shares, will be subject to vesting and vest upon the occurrence of Triggering Event I during the Earn Out Period; and

• 50% will not be subject to any forfeiture or vesting conditions.

If, during the Earn Out Period, there is a Change of Control that will result in holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then the SPAC Sponsor Earn Out Shares shall vest as of immediately prior to the consummation of the Change of Control.

4) SPAC Sponsor Working Capital Loan

In order to finance transaction costs in connection with the Business Combination, the SPAC Sponsor provided AACT with an aggregate of $1.7 million of Working Capital Loans. The Working Capital Loans were repaid upon the Closing.

Expected Accounting Treatment of the Business Combination

The expected accounting treatment of the Business Combination is dependent upon which entity in the Business Combination is considered the accounting acquirer. A combining entity can be considered an accounting acquirer in one scenario and an accounting acquiree in another.

On May 12, 2025, the FASB issued ASU 2025-03, Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”) which amends the ASC 805, Business Combinations, framework for identifying the accounting acquirer in business combinations when the legal acquiree is a variable interest entity (“VIE”) by requiring entities to consider the general accounting acquirer factors in ASC 805 when the transaction is primarily effected by the exchange of equity interests. The ASU is applied prospectively to all business combinations with acquisition dates occurring on or after the date of initial application. The ASU is effective for all annual reporting periods (and interim periods in annual reporting periods) beginning after December 15, 2026. Early adoption is permitted in interim or annual reporting periods in which financial statements have not yet been issued (or made available for issuance). AACT and Legacy Kodiak have elected to early adopt ASU 2025-03 as of April 1, 2025. For purposes of these pro forma financial statements, management has assessed the Business Combination as if ASU 2025-03 had already been adopted as the Closing will occur after the adoption date. The adoption of the ASU 2025-03 will not have any retrospective impact to AACT’s or Legacy Kodiak’s historical financial statements.

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, while AACT is the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Kodiak represent a continuation of the financial statements of Legacy Kodiak with the Business Combination treated as the equivalent of Legacy Kodiak issuing stock for the net assets of AACT, accompanied by a recapitalization. The net assets of AACT and Legacy Kodiak will be stated at historical cost, with no goodwill or other intangible assets recorded. Transaction costs attributed to equity-classified instruments have been recorded within equity in the unaudited pro forma condensed combined financial statements. Transaction costs attributed to liability-classified instruments issued in the Business Combination, consisting of the PIPE Warrants and the Non-Redemption Agreement Warrants, will be expensed as incurred. Operations prior to the Business Combination will be those of Legacy Kodiak in future reports of Kodiak.

Legacy Kodiak has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• Legacy Kodiak stockholders acquired a significant majority of the voting power of Kodiak;

• The Board has seven members of whom one individual was designated by AACT and of whom six individuals were designated by Legacy Kodiak;

• Legacy Kodiak’s senior management comprise the senior management roles of Kodiak and are responsible for the day-to-day operations; and

• Legacy Kodiak is the larger entity based on historical operating activity and its larger employee base.

Additional Accounting Considerations

Kodiak is assessing the accounting related to the Business Combination and the treatment related to the following matters:

• SPAC Sponsor Earn Out Shares – Management has preliminarily concluded the SPAC Sponsor Earn Out Shares are equity-classified instruments as they have an exercise contingency related to a single triggering event and will be indexed to the Common Stock.

• Earn Out Securities – Management has preliminarily concluded the Earn Out Securities are equity-classified instruments as the only variability in the number of shares issuable or to be issued is related to the price of Common Stock which is an input into the valuation model and does not preclude the Earn Out Securities from being considered indexed to the Common Stock.

Management is currently evaluating the accounting treatment related to the Earn Out Securities attributed to the Legacy Kodiak Options issued in connection with the Business Combination. For purposes of the unaudited pro forma condensed combined financial information, these Earn Out Securities are accounted for as stock-based compensation due to the continued service requirement and also are equity-classified. However, the evaluation and finalization of accounting conclusions, including any related compensation expense, are ongoing and subject to change.

• Public Warrants and Private Placement Warrants – These warrants were accounted for as equity instruments in the historical financial statements of AACT. Management has preliminarily concluded that equity classification for the Public Warrants and Private Placement Warrants continues to be appropriate.

• Series A Preferred Stock and PIPE Warrants – Management has preliminarily concluded the Series A Preferred Stock will be classified in temporary equity as the Series A Preferred Stock is redeemable at the option of the holder commencing any time after the fifth anniversary of the Closing Date at a price equal to the accrued value plus accrued and unpaid dividends on such shares.

Management has preliminarily concluded that the PIPE Warrants are liability-classified instruments due to an anti-dilution protective provision, which may result in a further adjustment if the issuance that triggered the anti-dilution adjustment expires or terminates unexercised or unconverted. As the exercise or termination of another instrument is not an input into the valuation model, the PIPE Warrants are precluded from being considered indexed to the Common Stock.

Management is in the process of obtaining a third-party valuation for the Series A Preferred Stock and the PIPE Warrants. The preliminary valuations indicate that aggregate fair values of approximately $229.1 million for the Series A Preferred Stock and $86.4 million for the PIPE Warrants for a total fair value of $315.5 million which exceeds the consideration received of $145.0 million. Accordingly, the excess of $170.5 million has been recorded through earnings (accumulated deficit) in the pro forma balance sheet. The valuation amounts included in these unaudited pro forma condensed combined financial statements are preliminary and subject to change.

• Non-Redemption Agreement Warrants – The Non-Redemption Agreement Shares were issued for no consideration to certain Non-Redemption Agreement Investors immediately prior to the Closing. As the Non-Redemption Agreement Warrants are considered a non-pro rata dividend to certain equityholders, the value of the Non-Redemption Agreement Warrants has been recorded at fair value with an offset to accumulated deficit in the pro forma balance sheet. Management has preliminarily concluded that the Non-Redemption Agreement Warrants are liability-classified instruments due to an anti-dilution protective provision, which may result in a further adjustment if the issuance that triggered the anti-dilution adjustment expires or terminates unexercised or unconverted. As the exercise or termination of another instrument is not an input into the valuation model, the Non-Redemption Agreement Warrants are precluded from being considered indexed to the Common Stock. Management is in the process of obtaining a third-party valuation for the Non-Redemption Agreement Warrants. The valuation included in these unaudited pro forma condensed combined financial statements are preliminary and subject to change.

• Non-Redemption Agreement Shares – The Non-Redemption Agreement Shares were issued for no consideration to certain Non-Redemption Agreement Investors immediately prior to the Closing. As the Non-Redemption Agreement Shares are considered a non-pro rata dividend to certain equityholders, the value of the Non-Redemption Agreement Shares has been recorded at fair value with an offset to accumulated deficit in the pro forma balance sheet.

The final accounting treatment related to the Business Combination, including the Earn Out Securities, SPAC Sponsor Earn Out Shares, Public Warrants, Private Placement Warrants, Series A Preferred Stock, PIPE Warrants and Non-Redemption Agreement Warrants will be finalized by Kodiak and reported in the first reporting period following the consummation of the Business Combination.

Post-Transaction Reporting Consideration

After the Business Combination is consummated, Legacy Kodiak’s historical financial statements will replace those of AACT beginning with the filing of the financial statements that first include the Business Combination.

Ownership after the Business Combination

The following presents the post-Closing share ownership of Kodiak excluding the dilutive effect of (i) the shares of Common Stock underlying Legacy Kodiak Options, (ii) the Earn Out Securities, (iii) the SPAC Sponsor Earn Out Shares, (iv) the Private Placement Warrants, (v) the Public Warrants, (vi) the PIPE Warrants, (vii) the Non-Redemption Agreement Warrants and (viii) the Assumed Kodiak Warrants.

	Common Stock		% Ownership
Public shareholders		5,492,904		2.9	%
SPAC Sponsor(1)		6,250,000		3.3	%
Legacy Kodiak Securityholders(2)		161,754,941		85.5	%
Series A Preferred Stock(3)		14,215,500		7.5	%
Non-Redemption Agreement Shares		368,028		0.2	%
Legacy Kodiak Advisor(4)		1,091,519		0.6	%
Pro forma shares outstanding		189,172,892		100.	%

(1) Excludes 50% or 6,250,000 of the SPAC Sponsor’s 12,500,000 Converted AACT Class A Ordinary Shares, which are Sponsor Earn Out Securities subject to vesting upon the occurrence of Triggering Event I during the Earn Out Period.

(2) Includes (i) 122,444,697 shares of Common Stock issued for outstanding Legacy Kodiak Common and Legacy Kodiak Preferred Stock, (ii) 1,548,425 shares of Common Stock issued upon the full vesting and the net exercise of certain outstanding Legacy Kodiak Warrants, (iii) 30,061,262 shares of Common Stock issued upon conversion of all SAFEs and (iv) 7,700,557 shares issued upon conversion of the Second Lien Loans, excluding the Exchanged SAFE Loan. Excludes 74,998,317 Earn Out Securities that Legacy Kodiak Securityholders will be eligible to receive upon satisfaction of certain milestones during the Earn Out Period, 558,559 shares of Common Stock underlying Legacy Kodiak Warrants that were assumed and became Assumed Kodiak Warrants at Closing, and 55,989,713 shares of Common Stock underlying vested and unvested Legacy Kodiak Options that converted into Exchanged Kodiak Options.

(3) Represents 142,155 shares of Series A Preferred Stock, on an as-converted basis. Each share of Series A Preferred Stock is convertible into Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price, plus any accrued but unpaid dividends on such share. The conversion price was initially $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to certain future issuances or sales of Common Stock at prices less than the conversion price then in effect. In

addition, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following the date that is six months after the date of the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following the date that is nine months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $6.00.

(4) Represents shares of Common Stock issued at Closing to the Legacy Kodiak Advisor in a private placement in satisfaction of $12.5 million of fees payable to such advisor.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of June 30, 2025

(in thousands, except par values)

	AACT(Historical)		LegacyKodiak(Historical)		AACTCapitalTransactions		Notes		LegacyKodiakInterimFinancing		Notes		TransactionAccountingAdjustments(Note 3)			Notes		ProFormaCombined
ASSETS
Current assets:
Cash and cash equivalents	$	138	$	20,249	$	497		A3	$	14,125		B1	$	(8,359	)		C1	$	192,261
														145,000			C5
														(4,936	)		C6
														(6,730	)		C7
														62,904			C14
														(17,153	)		C16
														(13,474	)		C17
Trade receivables		—		535															535
Prepaid expenses and other current assets		2,691		2,106										(2,442	)		C16		2,355
Total current assets		2,829		22,890		497				14,125				154,810					195,151
Cash and investments held in trust account		558,150		—		1,974		A1						(502,360	)		C13		—
						5,140		A2						(62,904	)		C14
Restricted cash		—		1,450															1,450
Property and equipment, net		—		12,999															12,999
Operating lease right-of-use assets		—		6,210															6,210
Other long-term assets		—		11,117		987		A1						(2,468	)		C6		24
														(2,442	)		C16
														(7,170	)		C17
Total assets	$	560,979	$	54,666	$	8,598			$	14,125			$	(422,534	)			$	215,834
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—	$	5,479	$	—			$	—			$	—				$	5,479
Accrued expenses and other current liabilities		9,395		15,711										(9,395	)		C16		11,015
														(4,696	)		C17
Due to related party		53		—															53
Operating lease liabilities, current		—		1,781															1,781
Extension note		1,481		—		987		A1						(2,468	)		C6		—
Working capital loan		1,233		—		497		A3						(1,730	)		C7		—
Current maturities of long-term debt		—		30,310		987		A1						(2,468	)		C6		26,387
														(2,442	)		C16
Total current liabilities		12,162		53,281		2,471								(23,199	)				44,715
Second lien loans		—		41,894						14,125		B1		(45,477	)		C3		10,542
Long term debt, net of current maturities		—		2,263															2,263
Operating leases liabilities, noncurrent		—		4,683															4,683
Convertible notes payable
Liability due to SAFE arrangement, net of issuance costs		—		265,509										(265,509	)		C2		—
Warrant liability		—		2,917										(2,917	)		C4		123,327
														86,359			C5
														36,968			C12
Other long-term liabilities		—		390															390
Deferred financing obligation		1,481				987		A1						(2,468	)		C6		—
Overfunding loans		5,000		—										(5,000	)		C7		—
Deferred underwriters’ discount		8,359		—										(8,359	)		C1		—
Total liabilities:		27,002		370,937		3,458				14,125				(229,602	)				185,920
Kodiak redeemable convertible preferred stock, $0.0001 par value														229,174			C5		229,174
Legacy Kodiak redeemable convertible preferred stock, $0.000001 par value		—		170,648										(170,648	)		C10		—
AACT Class A ordinary shares subject to redemption		558,050		—										(495,948	)		C13		—
														(62,102	)		C15

	AACT(Historical)			LegacyKodiak(Historical)			AACTCapitalTransactions		Notes	LegacyKodiakInterimFinancing		Notes	TransactionAccountingAdjustments(Note 3)			Notes		ProFormaCombined
Stockholders’ equity (deficit):
Legacy Kodiak Common Stock		—			—									—			C10		—
Preferred stock (AACT)		—			—														—
AACT Class A Ordinary Shares		1			—									(1	)		C8		—
AACT Class B Ordinary Shares		—			—														—
Common Stock		—			—									3			C2		17
														1			C3
														—			C4
														1			C8
														6			C10
														6			C11
														—			C12
														—			C15
														—			C17
Additional paid-in capital		—			23,136									—			C1		524,359
														265,506			C2
														45,476			C3
														2,917			C4
														—			C8
														(18,934	)		C9
														170,642			C10
														(6	)		C11
														3,220			C12
														(6,412	)		C13
														62,102			C15
														(10,200	)		C16
														(13,088	)		C17
Accumulated deficit		(24,074	)		(510,055	)		5,140						(170,533	)		C5		(723,636	)
														18,934			C9
														(40,188	)		C12
														(2,860	)		C17
Total stockholders’ (deficit) equity		(24,073	)		(486,919	)		5,140						306,592					(199,260	)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	560,979		$	54,666		$	8,598		$	14,125		$	(422,534	)			$	215,834

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months ended June 30, 2025

(in thousands, except per share amounts)

	AACT(Historical)			LegacyKodiak(Historical)			TransactionAccountingAdjustments(Note 3)			Notes		Pro FormaCombined
Revenues	$	—		$	1,974		$	—				$	1,974
Operating expenses:
Research and development		—			22,352								22,352
General and administrative		8,212			12,286								20,498
Truck and freight operations		—			9,475								9,475
Sales and marketing		—			1,807								1,807
Total operating expenses		8,212			45,920								54,132
Loss from operations		(8,212	)		(43,946	)							(52,158	)
Other (expense) income:
Interest expense		—			(2,424	)							(2,424	)
Interest income and other, net		—			463								463
Change in fair value of second lien loans					(2,154	)		1,612			D2		(542	)
Change in fair value of SAFEs					(192,548	)		192,548			D2		—
Change in fair value of warrant liabilities		—			(1,298	)		1,298			D2		—
Investment income on investments held in trust account		11,531			—			(11,531	)		D1		—
Total other income (expense), net		11,531			(197,961	)		183,927					(2,503	)
Income (loss) before provision for income taxes		3,319			(241,907	)		183,927					(54,661	)
Provision for income taxes		—			(4	)		—					(4	)
Net income (loss)	$	3,319		$	(241,911	)	$	183,927				$	(54,665	)
Weighted average shares outstanding – basic and diluted		62,252			90,158								174,473
Net loss per share – basic and diluted	$	0.05		$	(2.68	)						$	(0.31	)

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2024

(in thousands, except per share amounts)

	AACT(Historical)			LegacyKodiak(Historical)			TransactionAccountingAdjustments(Note 3)			Notes		Pro FormaCombined
Revenues	$	—		$	14,933		$	—				$	14,933
Operating expenses:
Research and development		—			43,436								43,436
General and administrative		1 ,776			20,999			10,200			D3		35,835
								2,860			D4
Truck and freight operations		—			9,013								9,013
Sales and marketing		—			3,204								3,204
Total operating expenses		1,776			76,652			13,060					91,488
Loss from operations		(1,776	)		(61,719	)		(13,060	)				(76,555	)
Other (expense) income:
Interest expense		—			(4,951	)							(4,951	)
Interest income and other, net		—			895								895
Change in fair value of SAFEs					(4,109	)		4,109			D2		—
Change in fair value of warrant liabilities		—			426			(426	)		D2		—
Excess of fair value over consideration received for equity instruments issued		—			—			(210,721	)		D5		(210,721	)
Investment income on investments held in trust account		27,762			—			(27,762	)		D1		—
Total other income (expense), net		27,762			(7,739	)		(234,800	)				(214,777	)
Income (loss) before provision for income taxes		25,986			(69,458	)		(247,860	)				(291,332	)
Provision for income taxes		—			(1	)		—					(1	)
Net income (loss)	$	25,986		$	(69,459	)	$	(247,860	)			$	(291,333	)
Weighted average shares outstanding – basic and diluted		62,500			88,181								173,164
Net loss per share – basic and diluted	$	0.42		$	(0.79	)						$	(1.68	)

See accompanying notes to the unaudited pro forma condensed combined financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 – Description of the Business Combination

On April 14, 2025, AACT, Legacy Kodiak and Merger Sub entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, on September 24, 2025, the Closing Date, Legacy Kodiak merged with Merger Sub, a wholly owned subsidiary of AACT, with Legacy Kodiak being the surviving corporation as a wholly owned subsidiary of AACT. In connection with the Domestication, AACT changed its name to “Kodiak AI, Inc.”

Note 2 – Basis of the Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of June 30, 2025 assumes that the Business Combination had been consummated on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and the year ended December 31, 2024 present the pro forma effect to the Business Combination as if it had been completed on January 1, 2024.

• other information relating to Legacy Kodiak and AACT included in this prospectus, including the description of Business Combination Agreement and the transactions contemplated in connection therewith in the “Explanatory Note” that appears at the beginning of this prospectus.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination. The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not include income tax effects as the parties to the Business Combination are evaluating the post-Closing tax implications of Kodiak. Accordingly, the unaudited pro forma condensed combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the parties to the Business Combination filed consolidated income tax returns during the periods presented, nor does it reflect the amounts of pro forma deferred tax assets or liabilities as of the periods presented.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination been consummated on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Kodiak.

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AACT is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Kodiak will represent a continuation of the financial statements of Legacy Kodiak with the Business Combination treated as the equivalent of Legacy Kodiak issuing stock for the net assets of AACT, accompanied by a recapitalization. The net assets of AACT and Legacy Kodiak will be stated at historical cost, with no goodwill or other intangible assets recorded. Transaction costs attributed to equity-classified instruments issued or assumed in the Business Combination, including the AACT Ordinary Shares, Public Warrants, Private Placement Warrants, SPAC Sponsor Contribution Shares, Earn Out Securities, SPAC Sponsor Earn Out Shares, Series A Preferred Stock, and Non-Redemption Agreement Shares, will be recorded within equity in the unaudited pro forma condensed combined financial statements. Transaction costs attributed to liability-classified instruments issued in the Business Combination, consisting of the PIPE Warrants and the Non-Redemption Agreement Warrants, will be expensed as incurred. Operations prior to the Business Combination will be those of Legacy Kodiak in future reports of Kodiak.

Note 3 – Pro Forma Adjustments

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. Article 11 provides guidance to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Given such Management Adjustments, if any, would not enhance an understanding of the pro forma effects of the Transaction, AACT has elected not to present any Management Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

AACT and Legacy Kodiak have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Pro Forma Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2025 are as follows:

(A1) Reflects the Contribution of $2.0 million to the Trust Account by the SPAC Sponsor in July and August 2025.

(A2) Reflects the investment income accrued in Trust Account subsequent to June 30, 2025 through the Closing Date.

(A3) Reflects additional Working Capital Loan drawdowns totaling $0.5 million in September 2025.

(B1) In July 2025 through the Closing, Legacy Kodiak issued an aggregate of $14.1 million in Second Lien Loans.

(C1) Reflects the cash payment of AACT’s deferred underwriting commissions and IPO advisory fees related to AACT’s initial public offering. Prior to the execution of the Business Combination Agreement, the IPO underwriters and IPO advisor agreed to reduce their aggregate deferred underwriting commission and deferred IPO advisory fees from $17.5 million to $8.4 million. In addition, one of the underwriters has agreed to waive $156.3 thousand of any deferred underwriting fee to which it is entitled.

(C2) Reflects the conversion of the Legacy Kodiak SAFEs into 30,061,262 shares of Common Stock.

(C3) Reflects the conversion of the Second Lien Loans, excluding the Exchanged SAFE Loan, to 7,700,557 shares of Common Stock. The Exchanged SAFE Loan totaling $10.5 million remains outstanding after the Closing with a maturity date of October 1, 2026.

(C4) Reflects the full vesting and net exercise immediately prior to the Closing of Legacy Kodiak Warrants to purchase Legacy Kodiak Common Stock or Legacy Kodiak Preferred Stock. The remaining outstanding Legacy Kodiak Warrants became Assumed Kodiak Warrants and are expected to be equity-classified. Therefore, the pro forma adjustment eliminates the redeemable convertible preferred stock warrant liability. Legacy Kodiak Common Stock and Legacy Kodiak Preferred Stock were exchanged for an aggregate of 1,548,425 shares of Common Stock.

(C5) Reflects the fair value of the Series A Preferred Stock and PIPE Warrants issued by Kodiak. As the aggregate fair value of the Series A Preferred Stock and the PIPE Warrants is in excess of the aggregate consideration received of $145.0 million, the excess of $170.5 million has been reflected through earnings (accumulated deficit) in the pro forma balance sheet. The valuation amounts included in these unaudited pro forma condensed combined financial statements are preliminary and subject to change.

(C6) Reflects the reimbursement in cash of the Contributions and the elimination of amounts receivable from and payable by Legacy Kodiak to AACT if the Business Combination did not close.

(C7) The Overfunding and Working Capital Loans held by the SPAC Sponsor were repaid upon the Closing.

(C8) Reflects the recapitalization of AACT Class A Ordinary Shares into Common Stock at a per share par value of $0.0001.

(C9) Reflects the elimination of AACT’s historical accumulated deficit, including impact of additional investment income subsequent to June 30, 2025 as adjusted in (A2), with a corresponding adjustment to additional paid in capital for Kodiak.

(C10) Reflects the conversion of Legacy Kodiak Preferred Stock into shares of Legacy Kodiak Common Stock, and such shares being exchanged for shares of Common Stock calculated based on the Per Share Merger Consideration.

(C11) Reflects the conversion of Legacy Kodiak Common Stock into shares of Common Stock calculated based on the Per Share Merger Consideration.

(C12) Reflects the issuance of Non-Redemption Agreement Warrants and Non-Redemption Agreement Shares for no consideration. The Non-Redemption Agreement Warrants and Non-Redemption Agreement Shares are considered a non-pro rata dividend to certain equityholders. Therefore, the value of the Non-Redemption Agreement Warrants and the Non-Redemption Agreement Shares have been reflected at fair value with an offset to accumulated deficit in the pro forma balance sheet.

(C13) Represents the actual redemptions of 43,866,808 shares of AACT Class A Ordinary Shares for approximately $502.4 million

(C14) Reflects the reclassification of cash and investments held in the Trust Account that became available at the Closing to cash and cash equivalents.

(C15) Reflects the recapitalization of AACT Class A Ordinary Shares subject to redemption into Common Stock at $0.0001 par value.

(C16) Represents the preliminary estimated direct and incremental transaction costs of $7.8 million incurred by AACT related to the Business Combination subsequent to June 30, 2025. Additionally, $9.4 million of transaction costs have been incurred by AACT prior to June 30, 2025, of which 50% of $4.9 million in transaction costs was an obligation of Legacy Kodiak if the Business Combination does not close and was reflected as other receivables on AACT’s condensed balance sheet as of June 30, 2025. The remaining 50% has been expensed in AACT’s historical statement of operations. The aggregate estimated transaction costs of $17.2 million incurred or expected to be incurred by AACT are assumed to be settled in cash upon or shortly after the Closing (excluding $0.3 million of costs paid prior to June 30, 2025) and include $3.2 million in investment advisory fees, $11.0 million in legal fees and $3.0 million of other direct and incremental transaction fees. This adjustment does not reflect the deferred underwriting commissions and IPO advisory fees related to the IPO.

(C17) Represents the preliminary estimated direct and incremental transaction costs of $21.3 million incurred by Legacy Kodiak related to the Business Combination subsequent to June 30, 2025. The Legacy Kodiak costs are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to Kodiak’s additional paid-in capital for the transaction costs attributable to issuance of equity-classified instruments. Transaction costs attributable to the issuance of liability-classified instruments, consisting of the PIPE Warrants and Non-Redemption Agreement Warrants, are expensed and reflected in accumulated deficit. As of June 30, 2025, Legacy Kodiak has recorded deferred offering costs of $11.1 million in its balance sheet, of which $7.2 million was offset against additional paid in capital upon the Closing, $1.5 million relates to Legacy Kodiak’s obligation related to the Contribution (see C6) and $2.4 million relates to its obligations under the Business Combination Agreement if the proposed Business Combination did not close. Legacy Kodiak satisfied its obligation to pay $12.5 million of its advisory fees related to the Business Combination in shares of Common Stock upon the Closing. The remaining estimated transaction costs of $16.0 million incurred by Legacy Kodiak were settled in cash prior to or upon the Closing and consisted of $7.8 million in legal fees, $3.9 million in investment advisory fees, $3.7 million in accounting-related fees and $0.6 million in other direct and incremental transaction fees.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 are as follows:

(D1) Reflects the elimination of interest income related to the investments held in the Trust Account.

(D2) Reflects the elimination of remeasurement gains and losses on the Second Lien Loans (excluding the Exchanged SAFE Loan), SAFEs, and the Legacy Kodiak redeemable convertible preferred stock warrant liability.

(D3) Represents the preliminary estimated direct and incremental transaction costs of $7.8 million incurred by AACT related to the Business Combination subsequent to June 30, 2025, of which $3.2 million is for investment advisory fees paid upon the close of the Business Combination. Additionally, the adjustment includes the 50% of transaction costs incurred prior to June 30, 2025, which would have been an obligation of Legacy Kodiak if the Business Combination did not close.

(D4) Represents the estimated direct and incremental transaction costs incurred by Legacy Kodiak allocated to liability-classified instruments, consisting of the PIPE Warrants and the Non-Redemption Agreement Warrants.

(D5) Represents the excess of the fair value over consideration received for the Series A Preferred Stock, PIPE Warrants, Non-Redemption Agreement Shares and Non-Redemption Agreement Warrants.

Note 4 – Loss per Share

As the Business Combination is being reflected as if it had been consummated on January 1, 2024, the calculation of weighted average shares outstanding for pro forma basic and diluted net income per share assumes the following events occurred as of January 1, 2024:

• the issuance and conversion of SAFEs and Second Lien Loans, excluding the Exchanged SAFE Loan, into Legacy Kodiak Common Stock immediately prior to the consummation of the Business Combination;

• the April 2025 redemption of 640,288 AACT Class A Ordinary Shares by public shareholders;

• the issuance of additional shares in connection with the Business Combination;

• the issuance of additional shares with respect to the Series A Preferred Stock; and

• the issuance of $12.5 million of shares of Common Stock to the Legacy Kodiak Advisor.

	Year EndedDecember 31,2024			Six MonthsEndedJune 30,2025
Pro Forma net loss (in thousands)	$	(291,333	)	$	(54,665	)
Public shareholders		5,492,904			5,492,904
Vested SPAC Sponsor Contribution Shares		6,250,000			6,250,000
Non-Redemption Agreement Shares		368,028			368,028
Legacy Kodiak Securityholders – weighted average common stock		58,410,457			59,720,292
Legacy Kodiak Securityholders – weighted average preferred stock		62,240,421			62,240,421
Legacy Kodiak Securityholders – assumed net exercise of certain warrants(1)		1,548,425			1,548,425
Legacy Kodiak SAFE holders		30,061,262			30,061,262
Legacy Kodiak Second Lien Loan holders(2)		7,700,557			7,700,557
Legacy Kodiak Advisor		1,091,519			1,091,519
Pro Forma basic and diluted weighted average shares outstanding		173,163,573			174,473,408
Pro Forma net loss per share, basic and diluted	$	(1.68	)	$	(0.31	)

(1) Includes Legacy Kodiak Warrants that vested and net exercised immediately prior to the Closing.

(2) Excluding the Exchanged SAFE Loan.

Following the Closing, the following outstanding shares of Common Stock equivalents were excluded from the computation of pro forma diluted net loss per share for all the periods presented above because including them would have had an anti-dilutive effect:

Private Placement Warrants(1)			14,300,000
Public Warrants(1)			24,999,990
Legacy Kodiak Options(2)			55,989,713
Legacy Kodiak Warrants(3)			558,559
Series A Preferred Stock(4)			14,215,500
PIPE Warrants(5)			17,769,375
Non-Redemption Agreement Warrants(5)			7,606,666
SPAC Sponsor Earn Out Shares(6)			6,250,000
Earn Out Securities(6)			74,998,317
Total			216,688,120

(1) Following the Domestication, one whole warrant will entitle the holder to purchase one share of Common Stock at a price of $11.50 per share. The Private Placement Warrants and the Public Warrants are anti-dilutive on a pro forma basis and have been excluded from the diluted number of Kodiak’s shares outstanding at the Closing.

(2) All outstanding Legacy Kodiak Options at the Closing, whether vested or unvested, converted into Exchanged Kodiak Options. Additionally, holders of Legacy Kodiak Options received Earn Out RSUs representing a pro rata share of the Earn Out Securities. Each Earn Out RSU will be subject to certain service-based vesting conditions.

(3) Certain Legacy Kodiak Warrants became Assumed Kodiak Warrants at Closing.

(4) Each share of Series A Preferred Stock are convertible into Common Stock at any time at the option of the holder at a rate equal to the accrued value, divided by the then-applicable conversion price, plus any accrued but unpaid dividends on such share.

(5) The PIPE Warrants and Non-Redemption Agreement Warrants were immediately exercisable upon issuance and will expire six years from the Closing Date.

(6) The Earn Out Securities and the SPAC Sponsor Earn Out Shares are contingently issuable upon the achievement of the applicable triggering event(s).

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As a result of the Closing, the financial statements of Kodiak Opco are now the financial statements of Kodiak. Thus, the following discussion and analysis of our financial condition and results of operations of Kodiak Opco prior to the Business Combination and Kodiak following the completion of the Business Combination should be read in conjunction with Kodiak Opco’s audited financial statements, unaudited condensed financial statements and related notes thereto appearing elsewhere in this prospectus. Some of the information contained in this discussion and analysis are set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, and includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section of this prospectus titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” Kodiak’s actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Kodiak is a leading provider of physical AI, with a focus on AI-powered autonomous vehicle (“AV”) technology, that is ~~addressing~~designed ~~the~~to ~~needs~~help oftackle ~~the~~some ~~commercial~~of ~~trucking industry and~~ the ~~public~~toughest ~~sector~~driving jobs. Our driverless solution can help address the critical problem of safely transporting goods in the face of unprecedented supply chain challenges. We believe that driverless trucks can enhance road safety, improve truck utilization, reduce costs, expand margins for fleet owners, alleviate supply chain pressures and create better jobs for truck drivers.

We serve customers in ~~both~~the ~~commercial~~long-haul trucking, ~~and~~industrial ~~the~~trucking, ~~public~~and ~~sector~~defense industries. In December 2024, we launched our driverless solution, which we refer to as the Kodiak Driver. We believe the launch of the Kodiak Driver represents the first customer-owned and -operated driverless trucks in commercial service. In addition, our customers have utilized Kodiak-owned driverless trucks to deliver revenue generating loads across the southern United States. As of ~~June~~March 3031, ~~2025~~2026, Kodiak Driver-powered vehicles have logged over 123,~~900~~500 Cumulative Hours of Paid Driverless Operations and have delivered over 15,600 loads. In the ~~public~~defense ~~sector~~industry, we believe the Kodiak Driver can support national security initiatives and critical government applications.

We expect to continue to operate using a Driver-as-a-Service (“DaaS”) business model, which we launched in December 2024 in connection with our partnership with Atlas, ~~under~~Energy ~~which~~Solutions (“Atlas”). Under our ~~customers~~DaaS ~~will~~model, beour customers are provided with access to the Kodiak Driver on customer-owned and -operated vehicles. Under this model, we generate revenue through either a per-vehicle or per-mile license fee. This flexible approach to pricing is designed to align with our customers’ diverse operational models, while ~~building~~generating predictable recurring revenue for us. By integrating the Kodiak Driver into customer-owned fleets, we expect to build an asset-light business that ~~scales~~can scale with our customers’ growth.

~~The Business Combination~~ 62

OnTable September 24, 2025, we consummated the Business Combination. Pursuant to the Business Combination Agreement, in exchange for Kodiak Opco’s then-outstanding equity interests, Legacy Kodiak Securityholders received an aggregate of 161,754,941 shares of Common Stock and warrants to receive an aggregate of 558,559 shares of Common Stock to the holder of Assumed Kodiak Warrants. The Legacy Kodiak Options were exchanged for Exchanged Kodiak Options that were exercisable into an aggregate of 55,989,713 shares of Common Stock at a weighted average exercise price of $1.88 per share, 24,024,534 of which remained subject to vesting obligations. In addition, Legacy Kodiak Securityholders will receive or be eligible to receive, on a pro rata basis, up to an aggregate of 75,000,000 Earn Out Securities subject to the satisfaction of certain milestones, and for Earn Out RSUs, certain service-based vesting conditions. Contents

~~Concurrently~~Recent ~~with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, AACT entered into the Subscription Agreements with the PIPE~~ Developments

80The Merger

~~Investors,~~On ~~pursuant to which~~ the ~~PIPE~~Closing ~~Investors agreed to purchase the PIPE Shares at a price per share equal to the Redemption Price for an aggregate commitment amount of $60.0 million. In addition~~Date, ~~on September 15~~AACT, ~~2025, in connection with~~ a ~~financing~~Delaware ~~effort related to the Business Combination~~corporation, ~~AACT~~consummated ~~entered~~a ~~into~~series ~~the Preferred Subscription Agreements with the Preferred Investors for an aggregate purchase price~~ of ~~$145.0 million.~~transactions ~~Pursuant~~that toresulted ~~the Preferred Subscription Agreements~~in, ~~the Preferred Investors agreed,~~ among other things, ~~to purchase, at~~ the ~~Closing,~~combination ~~shares~~ of ~~Series~~AAC AII ~~Preferred~~Merger ~~Stock~~Sub, ~~having the rights~~Inc., ~~preferences and privileges set forth in the Certificate of Designation and PIPE Warrants to purchase~~ a ~~number~~wholly ofowned ~~shares~~subsidiary of ~~Common~~AACT ~~Stock,~~(“Merger ~~equal to 125% of the number of shares into which such shares of Common Stock underlying the Series A Preferred Stock were convertible on the Closing Date~~Sub”), ~~each~~and ~~initially~~Legacy ~~exercisable~~Kodiak atpursuant ato ~~price of $12.00 per share. One of the Preferred Investors is also~~ a ~~PIPE~~definitive ~~Investor~~business ~~who~~combination ~~previously~~agreement ~~entered~~dated ~~into~~April ~~a Subscription Agreement for an aggregate purchase price of $50.0 million in connection with a commitment to purchase PIPE Shares~~14, ~~which~~2025 ~~Subscription Agreement was amended and restated in~~ (the ~~form of a Preferred Subscription Agreement in connection with such Preferred Investor’s Series A Preferred Investment~~“BCA”). AsPursuant ato ~~result of such amendment and restatement,~~ the ~~obligation~~terms of ~~such Preferred Investor to purchase~~ the ~~$50.0 million~~BCA, ofMerger ~~PIPE~~Sub ~~Shares~~merged ~~was replaced~~ with ~~the obligation to purchase the Preferred Stock~~ and ~~PIPE~~into ~~Warrants.~~Legacy InKodiak, ~~connection~~ with ~~the~~Legacy ~~Closing,~~Kodiak ~~certain~~surviving ~~PIPE~~the ~~Investors’~~merger ~~$10.0 million~~as ~~aggregate~~a ~~subscription~~wholly ~~amount~~owned ~~was~~subsidiary ~~deemed satisfied and offset by their holdings~~ of AACT ~~Class A~~(the ~~Ordinary Shares that were not redeemed from AACT’s trust account~~“Merger”). AtOn the Closing, ~~we issued an aggregate of 142~~Date,~~155~~ ~~shares~~AACT ofchanged ~~Preferred~~its ~~Stock~~name ~~and~~from ~~PIPE~~AACT ~~Warrants~~ to ~~purchase~~“Kodiak ~~an aggregate of 17~~AI,~~769,375~~ ~~shares of Common Stock to the Preferred Investors, in exchange for $145~~Inc.~~0 million in gross proceeds.~~ ”

~~Concurrently~~The ~~with~~Merger ~~the~~was ~~execution~~accounted offor ~~the~~as ~~Business~~a ~~Combination~~reverse ~~Agreement~~recapitalization, ~~certain institutional and accredited investors entered into the Second Lien Loan and Security Agreement~~ with Legacy Kodiak tobeing ~~provide financing of $28.3 million in~~ the ~~form~~accounting ofacquirer ~~Second Lien Loans, including $20.0 million from the SPAC Sponsor Affiliate Investor. In connection with entering the Second Lien Loan~~ and ~~Security~~AACT ~~Agreement,~~being ~~and immediately prior to~~ the ~~execution~~acquired ~~and~~company ~~delivery of the Business Combination Agreement, the SPAC Sponsor Affiliate Investor exchanged its $10.0 million SAFE~~ for afinancial ~~$10.0 million~~reporting ~~Exchanged SAFE Loan~~purposes. ~~Immediately~~As ~~prior to the Closing, an aggregate amount of $43.9 million in Second Lien Loans had been funded,~~ a ~~portion of which was funded by the Co-Invest Investor and a former officer of AACT and current director of Kodiak. Further~~result, ~~on August 25, 2025,~~ Legacy Kodiak's ~~entered~~financial ~~into~~statements a Second Amendment to the Second Lien Loan and Security Agreement pursuant to which the SPAC Sponsor Affiliate Investor agreed to invest an aggregate of up to $20.0 million in SPAC Sponsor Affiliate Delayed Draw Loans, which Legacy Kodiak could draw in four $5.0 million increments prior to Closing. No amounts were drawn under the SPAC Sponsor Affiliate Delayed Draw Loans. In connection with the Series A Preferred Investment, Legacy Kodiak and AACT entered into a certain acknowledgement and agreement dated September 15, 2025 pursuant to which Legacy Kodiak and AACT determined that for ~~purposes~~historical ofperiods ~~the~~will ~~Second~~be ~~Lien~~included ~~Loan and Security Agreement, as of September 15, 2025, the conversion price of the Second Lien Loan for purposes of its conversion to shares of Common Stock~~ in connection with the Closing shall be equal to $6.00. In connection with the Closing and prior to the Effective Time, all Second Lien Loans other than the Exchanged SAFE Loan converted into Second Lien Conversion Shares, and such shares were subsequently converted into shares of Common Stock, as described above. At the SPAC Sponsor Affiliate InvestorKodiak’s ~~option~~future ~~and~~periodic inreports ~~accordance~~filed with the ~~terms of the Second Lien Loan and Security Agreement, the Exchanged SAFE Loan was not converted into Common Stock, and such $10~~SEC.~~0 million of borrowings remains outstanding.~~

InWe ~~addition,~~received we$171.2 million ~~issued~~cash ~~1,091,519~~proceeds ~~Legacy~~from ~~Kodiak~~the ~~Advisor~~reverse ~~Shares~~recapitalization atand ~~Closing~~private toinvestment ~~the~~from ~~Legacy~~public ~~Kodiak~~equity ~~Advisor~~financing inrelated ato ~~private~~the ~~placement~~issuance ~~in satisfaction~~ of ~~$12.5 million~~our ofSeries ~~fees~~A ~~payable~~cumulative toredeemable ~~such~~convertible ~~advisor~~preferred instock ~~respect~~(the of“Series ~~services~~A ~~provided~~Preferred inStock”), ~~connection~~net ~~with~~of ~~the~~transaction ~~Business Combination~~costs.

We will use the net proceeds from the ~~Business~~Merger ~~Combination~~ primarily to support our growth initiatives. We also ~~expect~~have toincurred ~~incur~~ additional expenses as a public company for, among other things, incremental directors’ and officers’ liability insurance, director compensation and additional internal and external accounting, legal and administrative resources.

Key Factors Affecting our Results

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this prospectus titled “Risk Factors.”

Evolution of Business Model

Our business model has evolved and will continue to evolve in parallel with the growth of our business. Initially, our revenue was generated by transporting commercial freight using Kodiak-owned autonomous trucks and from our work with the U.S. Army. This approach allowed us to refine the Kodiak Driver, demonstrate commercial viability, grow our customer base and establish a freight network spanning ~~nearly~~approximately 2325,000 miles across the southern United States and demonstrate the viability of the Kodiak Driver across multiple operating domains.

Under our DaaS model, which we launched in December 2024 with Atlas, our customers own and operate Kodiak Driver-powered trucks, and weKodiak ~~provide~~provides the autonomy system, regular software updates, systems integrations, remote monitoring and operational and remote support. Under the DaaS model, revenue is generated on a recurring subscription basis, either through a per-vehicle or a per-mile license fee structure, with mileage minimums, where applicable. The DaaS model is designed to scale efficiently, support diverse customer operations, and establish recurring revenue streams while helping minimize our capital expenditures.

As we expand deployments under the DaaS model, we expect a shift in our cost structure to an asset-light business model. Historically, we primarily used Kodiak-owned trucks in our operations. We expect to continue to own and operate a limited fleet of trucks to support the continued development of the Kodiak Driver and continued business development efforts. In the near term, we expect our costs will continue to reflect the use of Kodiak-owned trucks. Over time, we expect customer-owned vehicles will represent a larger share of the deployed fleet, supporting a leaner, more capital-efficient and increasingly asset-light operating model. We also anticipate a shift in capital allocation, moving from an initial focus on technology development toward scaling operations. Future investments will increasingly focus on deployment growth and operational integration. As we grow, we expect to benefit from economies of scale driven by operational efficiencies and continued platform refinement.

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Commercialization

We launched our DaaS business in December 2024 with Atlas, and as of ~~June~~March ~~30, 2025, have surpassed 1,900 Cumulative Hours of Paid Driverless Operations. As of August~~ 31, ~~2025~~2026, we have surpassed 323,~~000~~500 Cumulative Hours of Paid Driverless Operations. We anticipate scaling our deployment with Atlas over the course of ~~2025~~2026 and beyond. We are also exploring opportunities among additional customers that operate in remote, unstructured environments similar to the Permian Basin. Like Atlas, these customers face acute driver recruitment issues and 24/7 operational requirements, presenting attractive growth and profitability opportunities. We additionally see an opportunity to expand our work on unimproved roads internationally, in similarly-well suited markets such as Australia, the Middle East, and Canada.

We also continue to prepare our ~~commercial~~long-haul trucking and industrial trucking customers for our DaaS business model through our Partner Deployment Program (“PDP”) as we work to expand our safety case to ~~interstate highways and seek to grow in~~ the ~~over~~long-haul ~~$900 billion U.S.~~ trucking ~~market~~vertical.1 Inclusive Weof ~~see~~both our ~~customer~~operations ~~base~~with asAtlas aand ~~competitive advantage~~ with: our ~~existing~~over-the-road ~~customer~~customers, ~~base~~as ~~having~~of anMarch 31, ~~aggregate~~2026, ~~fleet~~Kodiak ~~size~~Driver-powered ofvehicles ~~approximately~~have ~~115~~delivered over 15,~~000~~600 ~~trucks~~loads.2

1We ~~ATA~~also ~~Freight~~see ~~Transportation~~increasing ~~Forecast~~tailwinds in the defense market, as defense modernization programs increasingly focus on upgrading vehicle fleets with advanced technologies. The U.S. Department of War (“DoW”) is increasingly prioritizing adapting commercial, off-the-shelf AI technologies for defense purposes, which creates opportunities for dual-use developers like Kodiak. Additionally, allied European nations are ramping up investment in autonomous ground vehicles in response to instability in the region.

2Kodiak’s ~~Transport~~ability ~~Topics~~to achieve our scale goals, as well as profitability, depends on our ability to meet both technical and ~~FMCSA~~commercial ~~Company~~milestones ~~Snapshot~~and ~~Report~~the need to scale our deployments with existing customers and attract new customers. ~~Fleet~~Delays ~~size~~in ~~includes~~our ~~company~~deployment timelines could result in Kodiak failing to achieve revenue and profitability targets. We intend to pursue additional long-~~owned~~haul trucking, ~~lease-~~industrial trucking, and defense partnerships as we scale our DaaS business model. If our assumptions about our commercial or technical development are overly optimistic, or if we are unable to~~-own~~ successfully commercialize the Kodiak Driver, we may fail to generate operating cash flow or achieve profitability. A failure to meet our technical or commercial milestones may lead to unanticipated delays or cost overruns, which could in turn adversely impact margins and ~~owner-operator~~cash ~~tractors~~flows.

We also see increasing tailwinds in the public sector market, as defense modernization programs increasingly focus on upgrading vehicle fleets with advanced technologies. The U.S. Department of Defense is increasingly prioritizing adapting commercial, off-the-shelf AI technologies for defense purposes, which creates opportunities for dual-use developers like us. Additionally, allied European nations are ramping up investment in ground vehicles in response to instability in the region.

We anticipate that we will scale our DaaS deployment to tens of trucks in 2025, hundreds of trucks in 2026, and thousands of trucks in 2027 and beyond. Our ability to achieve those goals, as well as profitability, depends on our ability to meet both technical and commercial milestones and the need to scale our deployments with existing customers and attract new customers. Delays in our deployment timelines could result in us failing to achieve revenue and profitability targets. We intend to pursue additional commercial trucking and public sector partnerships as we scale our DaaS business model. If our assumptions about our commercial or technical development are overly optimistic, or if we are unable to successfully commercialize the Kodiak Driver, we may fail to generate operating cash flow or achieve profitability. A failure to meet our technical or commercial milestones may lead to unanticipated delays or cost overruns, which could in turn adversely impact margins and cash flows.

Economies of Scale, Sales and Marketing, & Competition

We believe that our DaaS model, where we charge our customers a per-truck or per-mile license fee, will enable us to achieve strong margin profiles at scale. Our future performance will depend on our ability to both deliver these high margins, including both revenue expansion and cost control measures, as well as scale our deployments beyond Atlas to higher volumes. Our approach allows us to focus on developing our core Kodiak Driver technologies while leveraging third-party ecosystem partnerships to ensure capital efficiency.

As we scale our DaaS model, we aim to transition our customers away from delivering freight on Kodiak-owned and -operated trucks to customer-owned and -operated trucks. We anticipate achieving additional economies of scale as we grow our deployments. We expect that these economies of scale will come from both increased efficiency and component cost reductions, as both we and our suppliers improve production efficiency. Achievement of this scale depends on our ability to transition our PDP customers to the DaaS model within our expected time frame.

While we expect to achieve and maintain strong margins on the Kodiak Driver, additional competition in AV technologies may negatively impact pricing, margins, and market share. This may lead to pricing pressure and lower margins that negatively impact operating results. However, we believe our capital efficient approach gives us a competitive advantage in terms of ensuring margins and unit economics. If we do not generate the margins we expect upon commercialization of our DaaS model, we may be required to raise additional debt or equity capital, which may not be available on acceptable terms or at all.

Regulatory Landscape

While there is currently no comprehensive federal regulatory framework governing the deployment of driverless trucks, we are able to operate our driverless trucking business today under existing regulation and related guidance. Many states support driverless deployment either through legislation or regulatory guidance, though different states have different requirements, such as first responder interaction protocols and insurance standards, which create compliance complexities.

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Many states support driverless deployment either through legislation or regulatory guidance, though different states have different requirements, such as first responder interaction protocols and insurance standards, which create compliance complexities.

As the regulatory environment related to driverless technologies advances, our business will need to continue to evolve accordingly. For example, additional state-level requirements or new federal standards could require operational or technical adjustments. We proactively engage with policymakers and regulators to help ensure the regulatory frameworks support safe and scalable driverless deployment.

Global Economic Conditions

Unfavorable economic conditions in the United States and globally may adversely impact our business growth and operating results. Macroeconomic factors such as inflation, higher interest rates, tariffs, banking disruptions, geopolitical tensions and conflicts in Ukraine and the Middle East have contributed to increased economic uncertainty and market volatility. Recent policy actions by the U.S. ~~government~~Government, including changes to trade policy, tariffs on key imports and shifts in industrial and environmental regulations, may further impact global supply chains and business investment decisions. These effects may not be fully reflected in our financial performance until future periods. Additionally, adverse conditions could limit our ability to secure financing on acceptable terms, or at all. Ongoing geopolitical instability and related sanctions may further disrupt global financial markets, including in the United States, potentially resulting in a material impact on our operations.

Key Operating Metrics

We monitor the following key operating metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and financial projections and make strategic decisions.

Cumulative Hours of Paid Driverless Operations

We believe this metric is an important measure of the progress of the commercialization of our technology. We define Cumulative Hours of Paid Driverless Operations as the aggregate number of logged hours when the Kodiak Driver is actively engaged without a safety driver in the vehicle, and we are being paid by our customers.

This metric is critical to assessing the maturity, reliability and scalability of the Kodiak Driver. Growth in Cumulative Hours of Paid Driverless Operations indicates increasing driverless operational performance, customer adoption and commercial readiness.

In December 2024, we commenced tracking Cumulative Hours of Paid Driverless Operations following the initial delivery of the Kodiak Driver-powered trucks to Atlas. As of ~~December~~March 31, ~~2024~~2026, we ~~had~~have ~~logged~~surpassed 1723,500 Cumulative Hours of Paid Driverless Operations. As of ~~June~~December 3031, 2024 and 2025, we ~~have~~had ~~surpassed~~logged 117 and 10,~~900~~700 Cumulative Hours of Paid Driverless Operations., respectively.

Customer-Owned Driverless Vehicles

We believe that Customer-Owned Driverless Vehicles is an important measure of the unit growth rate of our business. We expect growth in this metric to signal customer adoption of our DaaS model and future revenue expansion. We define Customer-Owned Driverless Vehicles as the number of customer-owned driverless vehicles with a then-current license for the Kodiak Driver during the applicable period.

This metric reflects commercial adoption, operational scaling and our ability to deliver autonomous vehicles capable of operating without a safety driver. As of ~~each of December 31, 2024 and~~ March 31, ~~2025~~2026, our customers had ~~two~~28 Customer-Owned Driverless Vehicles. As of ~~June 30~~December 31, 2025 and 2024, our customers had ~~five~~20 and 2 Customer-Owned Driverless Vehicles., respectively.

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we consider certain non-GAAP measures, including the following, which we use to evaluate our

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ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively with the financial information presented in accordance with GAAP, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. In addition, the utility of free cash flow as a measure of our liquidity is limited as it does not represent the total increase or decrease in our cash balance for a given period.

Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business.

Non-GAAP Loss from Operations

We define non-GAAP loss from operations as GAAP loss from operations, excluding stock-based compensation expense. We use non-GAAP loss from operations as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance. Stock-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are often beyond our control. As a result, management excludes this item from internal operating forecasts and models. Management believes that non-GAAP measures adjusted for stock-based compensation provide investors with a basis to measure our performance against the performance of other companies without the variability created by stock-based compensation as a result of the variety of equity awards used by other companies and the varying methodologies and assumptions used.

The following provides a reconciliation from GAAP loss from operations to non-GAAP loss from operations, the most directly comparable financial measure stated in accordance with GAAP for the periods presented.


	Three Months Ended March 31,
(in thousands)	2026		2025
GAAP loss from operations	$	(37,851)	$	(18,599)
Stock-based compensation	6,024		1,878
Non-GAAP loss from operations	$	(31,827)	$	(16,721)


	Three Months Ended December 31,				Year Ended December 31,
(in thousands)	2025		2024		2025		2024
GAAP loss from operations	$	(38,710)	$	(9,460)	$	(112,625)	$	(61,719)
Stock-based compensation	$	8,946	$	1,563	$	19,082	$	5,550
Non-GAAP loss from operations	$	(29,764)	$	(7,897)	$	(93,543)	$	(56,169)

Free Cash Flow

We define free cash flow as net cash used in operating activities, which is its most directly comparable measure calculated in accordance with GAAP, less purchases of property and equipment. We believe free cash flow is a useful indicator of liquidity that provides our management, board of directors, and investors with information about our future ability to generate or use cash to enhance the strength of our balance sheet and further invest in our

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business and pursue potential strategic initiatives. The following provides a reconciliation from net cash used in operating activities to free cash flow for the periods presented.


	Three Months Ended March 31,
(in thousands)	2026		2025
GAAP net cash used in operating activities	$	(29,494)	$	(16,506)
Purchases of property and equipment	(5,531)		(2,320)
Free cash flow	$	(35,025)	$	(18,826)


	Three Months Ended December 31,				Year Ended December 31,
(in thousands)	2025		2024		2025		2024
GAAP net cash used in operating activities	$	(24,226)	$	(14,737)	$	(94,442)	$	(50,961)
Purchases of property and equipment	(10,145)		(2,439)		(22,026)		(3,192)
Free cash flow	$	(34,371)	$	(17,176)	$	(116,468)	$	(54,153)

Components of Results of Operations

Basis of Presentation

Our financial statements are prepared in accordance with GAAP. We conduct business through one operating and reportable segment. See Note 2 of our audited financial statements for the years ended December 31, 2024 and 2023 and unaudited condensed financial statements for the six months ended June 30, 2025 and 2024, included elsewhere in this prospectus, for more information on the basis of our presentation.

Revenues

We generate revenues from: (i) providing DaaS to customers; (ii) delivering freight via Kodiak-owned autonomous trucks powered by the Kodiak Driver; and (iii) ~~demonstrating~~ ~~and~~ providing ground autonomy solutions to the U.S. ~~Army~~military. ~~Public~~Defense ~~sector~~ contracts, and associated revenue, particularly those with the ~~DoD~~DoW and the U.S. Army, can be episodic in nature and difficult to predict from period-to-period. As we scale our DaaS business model beyond Atlas, we expect revenue under such arrangements to increase relative to ~~other~~our ~~historical~~total ~~components of revenue~~revenues.

Operating Expenses

Our operating expenses consist of research and development, general and administrative, truck and freight operations and sales and marketing.

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.

We expect our research and development expenses to continue to increase for the foreseeable future as we advance our innovation efforts, expand into new operational domains and enhance solutions leveraging our proprietary technology.

General and Administrative

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

We expect our general and administrative expenses to continue to increase for the foreseeable future to support our additional headcount, driven by expanding operations and as a result of operating as a public company. These increased costs primarily relate to legal, audit, accounting, regulatory and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, incremental director and officer insurance costs, investor and public relations costs and other expenses that we did not incur as a private company.

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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.

We expect our truck and freight operations costs to continue to increase due to the expansion of our testing and deployment with new and existing customers and to support our geographic expansion.

Sales and Marketing

Sales and marketing costs consist primarily of personnel costs and sales-related, branding and public relations activities. We expect our sales and marketing expenses to continue to increase to support the expected growth in our commercial operations.

85Other Income (Expenses)

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

Interest expense consists primarily of interest expenses incurred on our debt obligations.

Interest Income and Other, Net

Interest income and other, net consists primarily of interest income on our cash equivalents.

Change in Fair Value of Second Lien Loans

Change in fair value of second lien loans relates to the remeasurement of our second lien loans each reporting period, with changes in fair value recorded in our results of operations.

Change in Fair Value of Simple Agreements for Future Equity (“SAFEs”)

Change in fair value of SAFEs relates to the remeasurement of our SAFEs each reporting period, with changes in fair value recorded in our results of operations.

Change in Fair Value of Redeemable Convertible Preferred Stock Warrant Liabilities

Change in fair value of redeemable convertible preferred stock warrant liabilities relates to the remeasurement of our preferred stock warrants each reporting period, with changes in fair value recorded in our results of operations.

Results of Operations

~~Six~~Three Months Ended ~~June~~March 3031, ~~2025~~2026 compared to ~~Six~~Three Months Ended ~~June~~March 3031, ~~2024~~ 2025

Our results of operations for the periods indicated are summarized in the table below (in thousands):

	Six Months Ended June 30,
		Three Months Ended March 31,
	2025			2024				$ Change			% Change
		2026					2025					$ Change		% Change
Revenues	$	~~1,974~~$	1,830	$	~~827~~		$	$1,471	~~1,147~~			~~139~~$	%359	24	%
Operating expenses:
Research and development		2217,~~352~~550			~~18,862~~		10,134		~~3,490~~			197,416	%	73	%
General and administrative		12,~~286~~420			~~10,528~~		5,125		~~1,758~~			177,295	%	142	%
Truck and freight operations		98,~~475~~305			~~3,902~~		4,005		~~5,573~~			~~143~~4,300	%	107	%
Sales and marketing		1,~~807~~406			~~1,586~~		806		~~221~~			14600	%	74	%
Total operating expenses		4539,~~920~~681			~~34,878~~		20,070		~~11,042~~			3219,611	%	98	%
Loss from operations		(4337,~~946~~851)	)		~~(34,051~~	)	(18,599)		~~(9,895~~	)		29(19,252)	%	(104	%)
Other (expenses) income:
Other income (expenses):
Interest expense		(~~2,424~~896)	)		~~(2,541~~	)	(1,264)		~~117~~			(5368	)%	29	%
Interest income and other, net		~~463~~1,049			~~419~~		169		44			11880	%	521	%
Change in fair value of second lien loans		(2,154	)		—				(2,154	)		N/M
Change in fair value of common stock warrants		64,658					—					64,658		N/M
Change in fair value of simple agreements for future equity		(192,548	)		—				(192,548	)		N/M
Change in fair value of second lien loans		(474)					—					(474)		N/M
Change in fair value of redeemable convertible preferred stock warrant liabilities		(1,298	)		214				(1,512	)		(707	)%
Change in fair value of simple agreements for future equity		—					(108,375)					108,375		100	%
Net loss before income taxes	$	(241,907	)	$	(35,959	)		$	(205,948	)		573	%
Change in fair value of redeemable convertible preferred stock warrant liabilities		—					(115)					115		100	%
Total other income (expenses), net		64,337					(109,585)					173,922		159	%
Net income (loss) before income taxes		$	26,486				$	(128,184)				$	154,670	121	%

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_______________

N/M = not meaningful

Revenues

Revenues increased by $10.1 4 million, or ~~139~~24%, to $21.0 8 million for the ~~six~~three months ended ~~June~~March 3031, ~~2025~~2026 from $01.8 5 million for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025. The increase was primarily ~~driven~~attributed to a $1.3 million increase in DaaS revenue, partially offset by a $1.0 million decrease related to our contract with the U.S. Army.

increase in the revenue recognized related to ground autonomy solutions and pursuant to our contract with the U.S. Army, which represented 51% of our revenue for the six months ended June 30, 2025.

Research and Development

Research and development expenses increased by $37.5 4 million, or 1973%, to $2217.4 6 million for the ~~six~~three months ended ~~June~~March 3031, ~~2025~~2026 from $1810.9 1 million for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025. The increase was primarily ~~driven~~attributable ~~by $2.2 million related~~ to ~~the timing of costs recognized pursuant to our contract with the U.S Army,~~ $15.~~9 million in increased headcount expenses and $~~1.1 million inof higher ~~third~~headcount-~~party~~related ~~software~~expenses, ~~license~~as ~~costs.~~well ~~These~~as ~~increases~~an ~~were~~increased ~~partially~~investment ~~offset~~of by $1.45 million in ~~capitalized~~software ~~headcount~~and ~~costs~~other ~~related~~tools to ~~Kodiak~~support ~~Driver~~our ~~hardware~~artificial ~~assembly~~intelligence and amachine ~~$0.9 million~~learning ~~reduction in prototyping hardware spend~~initiatives.

General and Administrative

General and administrative expenses increased by $17.8 3 million, or 17142%, to $12.3 4 million for the ~~six~~three months ended ~~June~~March 3031, ~~2025~~2026 from $~~10.~~5 .1 million for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025. The increase was primarily ~~driven~~attributable ~~by $1.1 million in expenses related~~ to ~~legal, accounting and other services,~~ $14.06 million inof ~~increased~~higher headcount-related expenses, ~~and~~as ~~$0.3 million~~well inas ~~increased~~an ~~insurance~~increase ~~costs. These increases were partially offset by reduced facilities costs~~ of $12.0 million ~~driven~~in bycosts ~~lower~~incurred ~~leasehold~~for ~~improvements~~legal, ~~amortization~~accounting ~~due~~and toother ~~assets~~professional ~~that~~services, ~~became~~primarily ~~fully~~associated ~~amortized~~with ~~during~~becoming ~~the~~a ~~year~~public ~~ended December 31, 2024~~company.

Truck and Freight Operations

Truck and freight operations expenses increased by $54.6 3 million, or ~~143~~107%, to $98.5 3 million for the ~~six~~three months ended ~~June~~March 3031, ~~2025~~2026 from $34.9 0 million for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025. The increase was primarily ~~driven~~attributable byto $32.43 million inof ~~increased~~higher headcount-related expenses, ~~related~~as towell ~~remote~~as ~~monitoring~~an ~~and~~increase ~~on-site~~of ~~support and~~ $2.0 million in ~~increased~~ operational infrastructure costs, both ~~costs~~of ~~related~~which were to ~~the~~ support of DaaS operations. and development related to our over-the-road launch.

Sales and Marketing

Sales and marketing expenses increased by $0.2 6 million, or 1474%, to $1.8 4 million for the ~~six~~three months ended ~~June~~March 3031, ~~2025~~2026 from $10.6 8 million for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025. The increase was primarily ~~driven~~attributable byto ~~increased headcount expenses of~~ $0.54 million of higher headcount-related expenses, ~~partially~~as ~~offset~~well byas an increase of $0.32 million ~~lower~~in ~~spend on~~ marketing ~~programs~~expenses.

~~Interest~~Other ~~Expense~~Income (Expenses)

~~Interest~~Other ~~expense~~income ~~decreased~~(expenses), net increased by $0173.1 9 million, or 5159%, ~~to $2.4 million~~ for the ~~six~~three months ended ~~June~~March 3031, ~~2025~~2026, ~~from~~compared ~~$2.5 million~~to ~~for~~ the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025. The ~~decrease~~increase was primarily ~~driven~~attributable byto ~~lower~~a ~~debt~~$108.4 ~~balances~~million ~~under~~loss ~~our~~on ~~credit~~the ~~and~~change ~~equipment~~in ~~facilities~~fair invalue of simple agreements for future equity for the ~~six~~three months ended ~~June~~March 3031, 2025 ~~compared~~that todid ~~the~~not ~~same~~recur ~~period~~ in ~~2024~~2026, as well as a $64.7 million gain on the change in fair value of common stock warrants for three months ended March 31, 2026.

~~Interest Income and Other, Net~~ 69

~~Interest~~Table ~~income~~of and other, net increased by $44,000, or 11%, to $0.5 million for the six months ended June 30, 2025 from $0.4 million for the six months ended June 30, 2024. The increase was primarily driven by higher cash and cash equivalent balances in the six months ended June 30, 2025. Contents

~~Change~~Year inEnded ~~Fair~~December 31, ~~Value~~2025 ofcompared ~~Second~~to ~~Lien~~Year ~~Loans~~Ended December 31, 2024

Change in fair value of Second Lien Loans payable was $2.2 million for the six months ended June 30, 2025 compared to $0 for the six months ended June 30, 2024. We issued these Second Lien Loans in the six months ended June 30, 2025, and we had no Second Lien Loans outstanding during the six months ended June 30, 2024.

Change in Fair Value of Simple Agreements for Future Equity

Change in fair value of SAFEs was $192.5 million for the six months ended June 30, 2025, compared to $0 for the six months ended June 30, 2024. Our aggregate purchase price of SAFEs outstanding was $68.9 million and $18.0 million as of June 30, 2025 and 2024, respectively. The change in fair value was related to changes in the underlying assumptions and primarily driven by the increased probability of a liquidity event as of June 30, 2025.

Change in Fair Value of Redeemable Convertible Preferred Stock Warrant Liabilities

Change in fair value of redeemable convertible preferred stock warrant liabilities decreased by $1.5 million, or 707%, to a $1.3 million loss for the six months ended June 30, 2025 from a $0.2 million gain for the six months ended June 30, 2024. The decrease was a result of changes to the underlying assumptions used in the valuation model.

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Our results of operations for the periods indicated are summarized in the table below (in thousands):

	~~Year Ended December 31,~~	Year Ended December 31,
	2024			2023				$ Change			% Change
		2025					2024					$ Change		% Change
Revenues	$	~~14,933~~$	3,797	$	~~16,946~~		$	$14,933	~~(2,013~~	)		~~(12~~$	(11,136)%	(75)	%
Operating expenses:
Research and development		4350,~~436~~157			~~39,469~~		43,436		~~3,967~~			106,721	%	15	%
General and administrative		2036,~~999~~741			~~20,305~~		20,999		~~694~~			315,742	%	75	%
Truck and freight operations		924,~~013~~771			~~7,662~~		9,013		~~1,351~~			1815,758	%	175	%
Sales and marketing		34,~~204~~753			~~3,359~~		3,204		~~(155~~	)		(51,549	)%	48	%
Total operating expenses		76116,~~652~~422			~~70,795~~		76,652		~~5,857~~			839,770	%	52	%
Loss from operations		(61112,~~719~~625)	)		~~(53,849~~	)	(61,719)		~~(7,870~~	)		15(50,906)	%	82	%
Other (expenses) income:
Interest expense		(4,~~951~~096)	)		~~(5,407~~	)	(4,951)		~~456~~			(8855	)%	(17)	%
Interest income and other, net		~~895~~(1,327)			~~2,194~~		895		~~(1,299~~	)		(592,222)	)%	(248)	%
Change in fair value of simple agreements for future equity		(4,109	)		—				(4,109	)		N/M
Loss on issuance of equity instruments		(210,722)					—					(210,722)		N/M
Change in fair value of redeemable convertible preferred stock warrant liabilities		426			126				300			238	%
Change in fair value of common stock warrants		(35,018)					—					(35,018)		N/M
Net loss before income taxes	$	(69,458	)	$	(56,936	)		$	(12,522	)		22	%
Change in fair value of second lien loans		(24,387)					—					(24,387)		N/M
Change in fair value of simple agreements for future equity		(190,075)					(4,109)					(185,966)		N/M
Change in fair value of redeemable convertible preferred stock warrant liabilities		(7,272)					426					(7,698)		N/M
Total other expenses, net		(472,897)					(7,739)					(465,158)		N/M
Net loss before income taxes		$	(585,522)				$	(69,458)				$	(516,064)	N/M

__________________

N/M = not meaningful

Revenues

Revenues decreased by $211.0 1 million, or 1275%, to $143.9 8 million for the year ended December 31, ~~2024~~2025 from $1614.9 million for the year ended December 31, ~~2023~~2024. The decrease was primarily ~~driven~~attributed byto a $112.83 million decrease ~~in the revenue recognized~~ related to ~~ground autonomy solutions and pursuant to our~~ contracts with the U.S. Army, ~~which~~and ~~represented~~a ~~89%~~$0.5 million ofdecrease ~~our~~in ~~revenues~~freight indelivery ~~each~~revenue. ofThe ~~the~~decreases ~~years~~were ~~ended~~partially ~~December 31,~~offset ~~2024~~by ~~and~~a ~~2023~~$1.7 million increase in DaaS revenue.

Research and Development

Research and development expenses increased by $46.0 7 million, or 1015%, to $4350.4 2 million for the year ended December 31, ~~2024~~2025 from $3943.5 4 million for the year ended December 31, ~~2023~~2024. The increase was primarily ~~driven~~attributable byto ~~additional headcount costs of~~ $24.97 million, asof ~~well~~higher asheadcount-related expenses, an increased investment of $03.90 million in software and other tools to support our artificial intelligence and machine learning ~~efforts,~~initiatives. ~~including~~These ~~simulation~~increases were partially offset by a $1.0 million decrease related to the timing of costs recognized pursuant to our contract with the U.S Army.

General and Administrative

General and administrative expenses increased by $015.7 million, or 375%, to $2136.0 7 million for the year ended December 31, ~~2024~~2025 from $2021.3 0 million for the year ended December 31, ~~2023~~2024. The increase was primarily ~~driven~~attributable byto an$11.2 million ~~expansion~~ of ~~our~~higher ~~office~~headcount-related ~~footprint~~expenses, which included $3.0 million in stock-based compensation expense associated with the modification of stock option awards in connection with the departure of a

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company officer for the year ended December 31, 2025. The increase was also driven by an increase of $5.5 million in costs incurred for legal, accounting and other professional services, primarily associated with becoming a public company. These increases were partially offset by reduced facility-related costs of $2.0 million primarily driven by lower leasehold improvements amortization due to assets that became fully amortized for the year ended December 31, 2024.

Truck and Freight Operations

Truck and freight operations expenses increased by $115.4 8 million, or 18175%, to $924.0 8 million for the year ended December 31, ~~2024~~2025 from $79.7 0 million for the year ended December 31, ~~2023~~2024. The increase was primarily ~~driven~~attributable byto ~~additional~~$10.0 million ~~headcount costs in support~~ of ~~our~~higher ~~deployment~~headcount-related ofexpenses ~~the DaaS solution, including remote monitoring~~ and ~~support personnel of~~ $15.0 million ~~and~~in ~~additional~~increased ~~truck~~operational ~~operation~~infrastructure costs, both of ~~$0.2 million.~~which were incurred to support DaaS operations.

Sales and Marketing

Sales and marketing expenses ~~decreased~~increased by $01.2 5 million, or 548%, to $34.2 8 million for the year ended December 31, ~~2024~~2025 from $3.4 2 million for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase was primarily ~~driven~~attributable byto ~~lower~~higher ~~spend on marketing events and programs of $0.4 million, partially offset by $0.2 million of increased~~ headcount-related ~~costs~~expenses.

~~Interest~~Other ~~Expense~~(Expenses) Income

~~Interest~~Other ~~expense~~expenses, ~~decreased~~net increased by $0465.5 2 million, ~~or 8%,~~ to $5472.0 9 million for the year ended December 31, ~~2024~~2025 from $57.4 7 million for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase was primarily attributable to the aggregate loss of $210.7 million on issuance of Series A cumulative redeemable convertible preferred stock, common stock, and common stock warrants. In addition, the change included an increase in expenses driven by ~~our~~the ~~lower~~changes ~~debt~~in ~~obligation~~fair atvalue ~~the~~as ~~end~~a result of remeasurement of SAFEs of $186.0 million, common stock warrants of $35.0 million, second lien loans of $24.4 million, and redeemable convertible preferred stock warrant liabilities of $7.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. ~~together~~Furthermore, ~~with~~we recognized a ~~decrease~~$3.2 million inloss ~~the~~attributable ~~variable~~to ~~rate~~transaction oncosts ~~one~~related ofto ~~our~~the ~~debt~~reverse ~~obligations~~recapitalization, offset in part by $1.3 million interest income within interest income and other, net during the year ended December 31, 2025.

Interest Income and Other, Net

Interest income and other, net decreased by $1.3 million, or 59%, to $0.9 million for the year ended December 31, 2024 from $2.2 million for the year ended December 31, 2023. The decrease was primarily driven by a lower balance of cash and cash equivalents during 2024.

Change in Fair Value of SAFEs

Change in fair value of SAFEs was $4.1 million for the year ended December 31, 2024, compared to $0.0 million for the year ended December 31, 2023. We entered into SAFEs for an aggregate purchase price of $45.2 million in 2024. The change in fair value related to these SAFEs as well as the $10.0 million SAFE we entered into in 2023.

Change in Fair Value of Redeemable Convertible Preferred Stock Warrant Liabilities

Change in fair value of redeemable convertible preferred stock warrant liabilities increased by $0.3 million to $0.4 million for the year ended December 31, 2024, from $0.1 million for the year ended December 31, 2023. The increase was a result of changes in the underlying assumptions used in the valuation model.

Liquidity and Capital Resources

Sources of Liquidity

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations and other commitments. We assess liquidity in terms of our cash flows from operations and their sufficiency to fund our operating and investing activities.

89For the three months ended March 31, 2026, we incurred a $37.9 million loss from operations. For the year ended December 31, 2025, we incurred a net loss of $585.5 million. We expect to incur additional losses and increased expenses in future periods as we continue to scale our business, invest in research and development efforts, increase employee headcount and incur additional expenses associated with being a public company.

~~For~~As ~~the~~of ~~six months ended June~~March 3031, ~~2025~~2026, we ~~incurred~~had acash ~~net~~and ~~loss~~cash ofequivalents and marketable securities totaling $~~241~~90.9 2 million, and short-term debt obligations totaling $12.3 ~~For~~million consisting of the ~~years~~current ~~ended~~portion ~~December 31,~~of ~~2024~~debt and ~~2023,~~second welien ~~incurred~~loans. ~~net~~We ~~losses~~have historically funded our operations primarily through the issuance of ~~$69~~equity and debt securities.5 On May ~~million~~8, 2026, we closed a private placement transaction (the “PIPE Transaction”), issuing common stock and warrants (the “PIPE Transaction Warrants”) to certain existing and new investors for aggregate gross proceeds of approximately $56100.90 million. In connection with the consummation of the PIPE Transaction, ~~respectively.~~the Weconversion ~~expect~~price of the outstanding Series A Preferred Stock was adjusted to ~~incur~~$6.00 ~~additional~~per ~~losses~~share and ~~increased~~the ~~expenses~~exercise inprice ~~future~~of ~~periods~~the asPIPE weWarrants ~~continue~~and NRA Warrants was adjusted to ~~scale~~$6.00 per share. See Note 17 to our ~~business,~~condensed ~~invest~~consolidated infinancial ~~research~~statements ~~and~~for ~~development~~the ~~efforts,~~three ~~increase~~months ~~employee~~ended ~~headcount~~March ~~and~~31, ~~incur~~2026 ~~additional~~included ~~expenses~~in ~~associated~~this ~~with~~prospectus ~~being~~for aadditional ~~public~~information ~~company.~~regarding the PIPE Transaction.

We expect our capital expenditures and working capital requirements to increase as we scale our business and our commercialization efforts and become a public company. Achieving future profitability will depend on our ability to scale our DaaS business, grow our customer base and deployments, manage our expenses, and otherwise successfully execute our business and marketing strategy, obtain adequate financing to fund our business plan and hire and retain appropriate personnel. Prior to the Business Combination, we financed our operations primarily from sales of redeemable convertible preferred stock, SAFEs, cash flows from operations and borrowings under our debt facilities, including Second Lien Loans. Following the consummation of the Business Combination, we expect to initially finance our operations with the cash on hand from the Closing and, in the future, may seek additional equity or debt financing to support our continued operations and growth. 71

AsTable of September 30, 2025, we had approximately $146.2 million of cash and cash equivalents, which included the net proceeds from the consummation of the Business Combination. We do not anticipate that such cash and cash equivalents will be sufficient to meet our capital requirements for at least one year under our current operating plan. We expect to seek additional funding through debt or equity offerings, which may result in substantial dilution or restrictive covenants, to fund our operating plan. If we do not generate sufficient cash to fund our operating plan, we may also adjust our operating plan to lower our anticipated research and development initiatives, reduce our growth plans or liquidate our assets, among other things. To the extent any or all of these events were to occur, our business, operating results, financial condition and prospects may be materially and adversely affected. Contents

We ~~may~~do ~~receive~~not upanticipate toour ~~approximately~~cash ~~$756.5 million~~and cash equivalents and marketable securities, together with the proceeds from the ~~exercise~~PIPE inTransaction, ~~full~~will ofbe ~~all~~sufficient ofto ~~the~~meet ~~Warrants~~our capital requirements for ~~cash,~~at orleast ~~$453.6 million~~one ifyear from the ~~exercise~~filing ~~prices~~date of the ~~Warrants~~Quarterly ~~are~~Report ~~reduced~~on toForm 10-Q filed with the ~~lowest~~SEC ~~price~~on ~~currently~~May ~~contemplated~~8, ~~thereunder.~~2026 ~~The~~under our current ~~exercise~~operating ~~price~~plan. Inclusive of the ~~Public~~expected ~~Warrants~~net ~~and~~proceeds ~~Private~~from ~~Placement~~the ~~Warrants~~PIPE isTransaction, ~~$11.50~~we ~~per~~expect ~~share,~~to ~~and~~be ~~the~~able ~~initial~~to ~~exercise~~fund ~~price~~our ofbusiness plan into the ~~PIPE~~second ~~Warrants~~quarter ~~and~~of ~~Non-Redemption~~2027. ~~Agreement~~We ~~Warrants~~expect isto ~~$12.00~~seek ~~per~~additional ~~share.~~funding ~~The~~through ~~closing~~debt ~~price~~or equity offerings, including in the near term in the form of ~~our~~issuing ~~Common~~equity ~~Stock~~and onequity-linked ~~Nasdaq~~securities onand ~~October 7~~incurring additional indebtedness, ~~2025~~which ismay ~~$8.33~~result ~~per~~in ~~share.~~substantial ~~The~~dilution ~~likelihood~~or ~~that~~restrictive ~~warrant~~covenants, ~~holders~~to ~~will~~fund ~~exercise~~our ~~the~~operating ~~Warrants~~plan. ~~and~~If ~~any~~we do not generate sufficient cash ~~proceeds~~to ~~that~~fund weour ~~would~~operating ~~receive~~plan, iswe ~~dependent~~may ~~upon~~also ~~the~~adjust ~~market~~our ~~price~~operating ofplan to lower our ~~Common~~anticipated ~~Stock.~~research Toand ~~the~~development ~~extent~~initiatives, ~~the~~reduce ~~market~~our ~~price~~growth ~~for~~plans or liquidate our ~~Common~~assets, ~~Stock~~among isother ~~less~~things. ~~than~~To the ~~then-effective~~extent ~~exercise~~any ~~price~~or ~~per~~all ~~share~~ of ~~any~~these ~~Warrants~~events were to occur, weour ~~believe~~business, ~~holders~~operating ofresults, ~~such~~financial ~~Warrants~~condition ~~will~~and beprospects ~~unlikely~~may tobe ~~exercise~~materially ~~such~~and ~~Warrants.~~adversely affected.

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

Cash Flows

~~Six~~Three Months Ended ~~June~~March 3031, ~~2025~~2026 compared to ~~Six~~Three Months Ended ~~June~~March 3031, ~~2024~~ 2025

Our cash flows for the periods indicated are summarized in the table below (in thousands):

	Six Months EndedJune 30,
		Three Months Ended March 31,
	2025			2024
		2026					2025
Net cash (used in) provided by:
Operating activities	$	~~(36,862~~$	(29,494)	$	~~(20,637~~	)	$	(16,506)
Investing activities		(539,~~236~~469	)		~~(631~~	)	(2,320)
Financing activities		454,~~638~~214			~~6,962~~		19,784
Net change in cash and cash equivalents and restricted cash	$	~~3,540~~$	14,189	$	~~(14,306~~	)	$	958

Operating Activities

Net cash used in operating activities for the ~~six~~three months ended ~~June~~March 3031, ~~2025~~2026 was $3629.9 5 million and consisted of a ~~net loss of~~ $~~241~~56.9 4 million change in non-cash adjustments, partially offset by ~~$203.6 million~~net inincome ~~non-cash~~of ~~adjustments~~$26.5 million and a $10.4 million change in our operating assets and liabilities. Non-cash adjustments primarily consisted of a $~~192~~64.5 7 million ~~in the~~ change in the fair value of ~~SAFEs,~~common stock warrants and a $0.4 million accretion of discount on marketable securities, partially offset by $6.9 0 million in stock-based compensation, $21.2 4 million in ~~the~~depreciation ~~change~~and ~~in fair value of Second Lien Loans~~amortization, $10.3 5 million in the change in fair value of ~~redeemable~~second ~~convertible~~lien ~~preferred stock warrant liabilities~~loans, ~~$1.2 million in depreciation~~ and ~~amortization and~~ $0.9 5 million in non-cash lease expense. The change in our operating assets and liabilities was primarily due to a $10.3 6 million ~~increase~~decrease in our ~~accounts~~prepaid ~~payable and accrued~~ expenses and other current ~~liabilities~~assets ~~due to the timing of payments~~ and a $0.7 4 million decrease in our ~~account~~accounts ~~receivables~~receivable ~~related~~primarily due to ~~our contract with~~ the ~~U.S.~~timing ~~Army~~of payments, partially offset by a $0.9 5 million decrease in operating lease liabilities, and a $0.2 million net decrease in our accounts payable and accrued expenses and other current liabilities due to the timing of payments.

Net cash used in operating activities for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 was $2016.6 5 million and consisted of a net loss of $36128.0 2 million, ~~partially~~and ~~offset by~~ a $~~9.5 million~~26 thousand change in our operating assets and liabilities, ~~and~~partially offset by $5111.9 7 million in non-cash adjustments. Non-cash adjustments primarily consisted of $2108.4 million increase in ~~depreciation~~the ~~and~~fair ~~amortization~~value of SAFEs, $21.3 9 million in stock-based compensation, $0.5 million in depreciation and amortization, and $10.1 4 million in non-cash lease expense. The change in our operating assets and liabilities was primarily due to ana ~~increase of~~ $120.9 8 million net decrease in our accounts payable and accrued expenses and other current liabilities due to the timing of payments, ~~partially~~and ~~offset by~~ a $20.7 4 million ~~increase~~decrease in ~~prepaid~~operating ~~expenses~~lease ~~and~~liabilities, ~~other~~partially ~~current~~offset ~~assets~~by ~~due to timing of payments and~~ a $1.1 million decrease in ~~operating~~account ~~lease~~receivables ~~liabilities~~related to our contract with the U.S. Army.

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Investing Activities

Net cash ~~used~~provided inby investing activities for the ~~six~~three months ended ~~June~~March 3031, ~~2025~~2026 was $539.2 5 million and ~~related~~consisted toof $45.0 million in proceeds from maturities of marketable securities, partially offset by $5.5 million in purchases of property and equipment.

Net cash used in investing activities for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 was $02.6 3 million ~~and~~ related to purchases of property and equipment.

Financing Activities

Net cash provided by financing activities for the ~~six~~three months ended ~~June~~March 3031, ~~2025~~2026 was $454.6 2 million and consisted of $293.7 6 million in proceeds from the ~~issuance~~exercise of ~~Second~~common ~~Lien~~stock ~~Loans,~~warrants and $231.7 0 million in proceeds from the ~~issuance of SAFEs and $0.9 million from~~ exercise of stock options, partially offset by $60.2 4 million for the repayment of debt obligations ~~and $2~~.~~5 million for the payment of deferred offering costs.~~

Net cash provided by financing activities for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 was $719.0 8 million and primarily consisted of $821.0 7 million in proceeds from the issuance of SAFEs and $0.4 million in proceeds from the exercise of stock options, partially offset by $12.1 2 million for the repayment of debt obligations.

Year Ended December 31, ~~2024~~2025 compared to Year Ended December 31, ~~2023~~ 2024

Our cash flows for the periods indicated are summarized in the table below (in thousands):

	Year EndedDecember 31,
		Year Ended December 31,
	2024			2023
		2025					2024
Net cash (used in) provided by:
Operating activities	$	~~(50,961~~$	(94,442)	$	~~(43,842~~	)	$	(50,961)
Investing activities		(391,~~212~~432)	)		~~17,278~~		(3,212)
Financing activities		43219,~~126~~926			~~12,029~~		43,126
Net change in cash and cash equivalents and restricted cash	$	~~(11,047~~$	)34,052	$	~~(14,535~~	)	$	(11,047)

Operating Activities

Net cash used in operating activities for the year ended December 31, ~~2024~~2025 was $5194.0 4 million and consisted of a net loss of $69585.5 million and a $4.4 million change in our operating assets and liabilities, partially offset by $16495.1 5 million in non-cash adjustments. ~~and~~Non-cash aadjustments primarily consisted of an aggregate loss of $2210.4 7 million ~~change~~on inissuance ~~our~~of ~~operating~~Series ~~assets~~A cumulative redeemable convertible preferred stock, common stock, and ~~liabilities~~common stock warrants, $190.1 ~~Non-cash~~million ~~adjustments~~in ~~primarily~~the ~~consisted~~change in fair value of SAFEs, $535.6 0 million in the change in fair value of common stock~~-based~~ ~~compensation~~warrants, $424.6 4 million in ~~depreciation~~the ~~and~~change ~~amortization~~in fair value of second lien loans, $419.1 million in stock-based compensation, $7.3 million in the change in fair value of ~~SAFEs~~redeemable convertible preferred stock warrant liabilities, $3.2 million transaction costs allocated to warrant liabilities, $3.2 million in depreciation and amortization, and $1.8 9 million in non-cash lease expense. The change in our operating assets and liabilities was primarily due to ana ~~increase of~~ $52.1 2 million increase in our ~~accrued~~prepaid expenses and other current ~~liabilities~~assets primarily due to the timing of payments, ~~partially offset by a~~ $1.8 9 million decrease in operating lease liabilities, and a $1.0 1 million ~~increase~~decrease in our ~~account~~accounts ~~receivables~~payable and accrued expenses and other current liabilities due to the timing. of payments.

Net cash used in operating activities for the year ended December 31, ~~2023~~2024 was $4351.8 0 million and consisted of a net loss of $5669.9 5 million, partially offset by a $1116.4 1 million in non-cash adjustments, and a $12.7 4 million change in our operating assets and liabilities. Non-cash adjustments primarily consisted of $5.4 6 million in stock-based compensation, $4.1 6 million in depreciation and amortization, ~~and~~ $24.2 1 million in ~~noncash~~change ~~lease~~in ~~expense,~~fair ~~partially~~value ~~offset~~of bySAFEs, and $01.9 8 million onin ~~accretion~~non-cash oflease ~~discount on marketable securities~~expense. The change in our operating assets and liabilities was primarily due to an increase of $35.8 1 million in our accrued expenses and other current liabilities due to the timing of payments, partially offset by a $21.2 8 million decrease in operating lease liabilities, and a $1.0 million increase in our account receivables due to timing.

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Investing Activities

Net cash used in investing activities for the year ended December 31, 2025 was $91.4 million, consisting of $69.4 million in purchase of marketable securities and $22.0 million in purchases of property and equipment.

Net cash used in investing activities for the year ended December 31, 2024 was $3.2 million and primarily related to purchases of property and equipment.

Net cash provided by investing activities for the year ended December 31, 2023 was $17.3 million and consisted of $51.0 million in maturities of marketable securities, partially offset by $30.5 million in purchases of marketable securities and $3.3 million in purchases of property and equipment.

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2025 was $219.9 million and consisted of $145.0 million in proceeds from the Series A Preferred Stock, $43.9 million in proceeds from the issuance of second lien loans, $29.7 million in proceeds from issuance of debt, net of issuance costs, $26.2 million in proceeds from the reverse recapitalization, net of transaction costs, $23.7 million in proceeds from the issuance of SAFEs, and $1.4 million from exercise of stock options, partially offset by $33.4 million for the repayment of debt obligations and $16.6 million payments for deferred offering costs.

Net cash provided by financing activities for the year ended December 31, 2024 was $43.1 million and primarily consisted of $45.2 million in proceeds from the issuance of SAFEs, partially offset by $2.2 million for the repayment of debt obligations.

Net cash provided by financing activities for the year ended December 31, 2023 was $12.0 million and primarily consisted of $10.0 million in proceeds from the issuance of a SAFE and $3.7 million in proceeds from the issuance of debt, partially offset by $1.9 million for the repayment of debt obligations.

Contractual Obligations and Other Commitments

Debt Agreements

2025 Second Lien Credit Facility

As ~~discussed~~of ~~above~~March 31, ~~in April 2025~~2026, ~~Kodiak~~$10.0 ~~Opco~~million ~~entered~~remains ~~into~~outstanding ~~the~~under our Second Lien Loan and Security Agreement, asrepresenting ~~subsequently~~a ~~amended,~~loan ~~with~~previously ~~the~~exchanged ~~SPAC~~from ~~Sponsor~~a ~~Affiliate~~SAFE ~~Investor~~with ~~and~~an ~~other~~affiliate ~~lenders to borrow Second Lien Loans. From April 2025 through June 30, 2025, certain institutional and accredited investors invested $29.7 million in the form~~ of ~~Second~~a ~~Lien~~lender ~~Loans,~~party ~~including~~thereto ~~$20.0 million~~prior ~~from~~to the ~~SPAC Sponsor Affiliate Investor~~Merger. ~~Additionally,~~This ~~certain~~borrowing ~~institutional~~matures ~~and accredited investors invested $14.2 million in the form of Second Lien Loans from July 2025 through the Closing. Further,~~ on ~~August~~October 251, ~~2025~~2026, ~~Kodiak Opco entered into a Second Amendment to the Second Lien Loan~~ and ~~Security~~bears ~~Agreement~~interest ~~pursuant~~that tois ~~which~~paid ~~the SPAC Sponsor Affiliate Investor agreed to commit an aggregate amount of up to $20.0 million~~ in ~~delayed~~kind ~~draw~~and ~~Second Lien Loans, which Kodiak Opco can draw in four $5~~capitalized.~~0 million increments. No amounts have been drawn under~~

922025 Credit Facility

~~this~~As ~~arrangement.~~of ~~The~~March 31, ~~Second~~2026, ~~Lien~~we ~~Loans~~had ~~carry~~outstanding aterm ~~prime~~loans ~~plus~~under ~~9.00%~~our ~~per~~venture ~~annum~~loan ~~interest~~and ~~rate,~~security ~~subject~~agreement to(as aamended ~~minimum~~to ~~rate of 13.75%~~date, ~~which~~the ~~interest~~“2025 isCredit ~~paid~~Facility”) in ~~kind~~an ~~and~~aggregate ~~capitalized.~~principal ~~Other~~amount ~~than~~of ~~the~~$30.0 million. ~~Exchanged~~Borrowings ~~SAFE Loan, borrowings~~ under the ~~Second~~2025 ~~Lien~~Credit ~~Loan~~Facility ~~and~~mature ~~Security~~in ~~Agreement~~January ~~automatically~~2030 ~~converted~~and ~~immediately~~currently ~~prior~~require tointerest-only ~~the~~payments ~~consummation~~through ofJuly 1, ~~the Business Combination into Legacy Kodiak Common Stock~~2028, after which ~~subsequently~~consecutive ~~converted~~payments ~~into 7,700,557 shares~~ of ~~our~~principal ~~Common~~and ~~Stock.~~interest ~~The~~become ~~Second Lien Loans mature on October 1, 2026~~due.

Promissory Notes

During the second quarter of 2025, Kodiak Opco issued secured promissory notes with respect to certain reimbursement obligations to AACT and the SPAC Sponsor Affiliate Investor, which are secured under the Second Lien Loan and Security Agreement. As of June 30, 2025, the aggregate principal amount outstanding under such promissory notes was $3.9 million. The promissory notes do not bear any interest (other than default interest, if applicable) and were due and repaid upon the consummation of the Business Combination.

2022 Credit Facility

In September 2022, Kodiak Opco entered into a venture loan and security agreement (the “2022 Credit Facility”) with an affiliate of Horizon Technology Finance Corporation to borrow secured term loans of up to an aggregate principal amount of $30.0 million. The 2022 Credit Facility was amended in June 2024 to revise the repayment schedule and include Kodiak Opco’s intellectual property as part of the collateral securing the 2022 Credit Facility. The 2022 Credit Facility was further amended in February 2025 to permit the Business Combination and related transactions, and it was further amended in September 2025 to make certain conforming changes to account for the Business Combination and related transactions and to provide for our post-closing joinder as a co-borrower under the 2022 Credit Facility.

As of June 30, 2025, Kodiak Opco had outstanding term loans under the 2022 Credit Facility in an aggregate principal amount of $25.0 million. Outstanding loans accrue interest at an annual rate of 5.50% plus the greater of (i) the prime rate then in effect and (ii) 4.75%. An aggregate of $10.0 million, plus accrued and unpaid interest, is payable in monthly installments during the remaining six months in 2025, and an aggregate of $15.0 million, plus accrued and unpaid interest, is payable in monthly installments during the period from January 1, 2026 to April 1, 2026. A final payment of $1.2 million is due at maturity on April 1, 2026.

2022 Equipment Financing

InAs ~~July~~of ~~2022~~March 31, ~~Kodiak Opco entered into a financing agreement with a lender~~2026, ~~Western~~we ~~Alliance~~had ~~Equipment~~outstanding ~~Finance,~~debt ~~LLC,~~under toour ~~borrow up to $10.0 million as~~ secured equipment line ~~advances~~ (the “2022 Equipment Facility”). ~~As of June 30, 2025, Kodiak Opco had outstanding debt under the 2022 Equipment Facility~~ in an aggregate principal amount of $21.96 million ~~at an interest rate ranging from approximately 6.00% to 7.00%~~, of which $1.0 ~~million is due during the remaining six months in 2025, and $1~~.9 7 million is due ~~during~~within ~~the~~one ~~period from January 1, 2026 to March 1, 2028~~year. The 2022 Equipment Facility matures onin March 1, 2028.

~~Each~~See ofNote ~~Kodiak~~7 ~~Opco’s credit facilities contains a number of customary affirmative and negative covenants. Among other things, those covenants limit or restrict Kodiak Opco’s ability~~ to: ~~incur~~our ~~additional~~condensed ~~indebtedness,~~consolidated ~~including~~financial ~~guaranty~~statements ~~obligations;~~included ~~incur~~elsewhere ~~liens; engage~~ in ~~mergers,~~this ~~consolidations,~~prospectus ~~liquidations~~for ~~and~~additional ~~dissolutions;~~information ~~sell~~regarding assets; pay dividends and make other payments in respect of capital stock; make acquisitions, investments, loans and advances; make payments on or modify the terms of certain existing indebtedness; engage in certain transactions with affiliates; enter into negative pledge clauses with respect to Kodiak Opco’s intellectual property; and change our ~~line of business, in each case, subject to certain limited exceptions. As of June 30, 2025, Kodiak Opco was in compliance with all covenants under our~~ debt agreements.

See Note 7 to our audited financial statements and Note 5 to our unaudited condensed financial statements included elsewhere in this prospectus for additional information regarding Kodiak Opco’s debt agreements.

Other Commitments

Our other cash requirements ~~greater than a one-year period~~ as of ~~June~~March 3031, ~~2025~~2026 were related to leases and certain purchase commitments with our service providers.

Our operating lease arrangements are related to facilities located in Mountain View, California, as well as in Lancaster and Odessa, Texas, under non-cancellable agreements expiring at various dates through 2031. As of ~~June~~March 3031, ~~2025~~2026, the total undiscounted future lease payments under our operating leases were $86.4 million, of which $1.9 million is due within one year.

~~We may enter into purchase commitments with our service providers. As of June 30, 2025, the total purchase commitments under such vendor agreements were $9.7 million.~~ 74

~~See~~Table ~~Note~~of 6 and Note 9 to our audited financial statements for the years ended December 31, 2024 and 2023, respectively, and Note 7 in our unaudited condensed financial statements for the six months ended June 30, 2025 and 2024, included elsewhere in this prospectus for additional information regarding our other commitments. Contents

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

See Note 8 to our condensed consolidated financial statements included elsewhere in this prospectus for additional information regarding our other commitments.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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

We had elected to use the 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 we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies. We expect to continue to use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

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Revenue Recognition

We generate revenue from licensing the Kodiak Driver to its customers under its DaaS model, the delivery of freight via its own Kodiak Driver-powered trucks and the provision of services to the U.S. ~~Army~~military to automate ground vehicles. We recognize revenue when customers obtain control of promised goods or services in an amount that reflects the consideration it expects to receive for those goods or services. We apply the following five-step revenue recognition model in accounting for its revenue arrangements:

• identification of the contract, or contracts, 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.

Our performance obligations for our initial revenues have primarily been satisfied upon a point in time when control is transferred to our customers.

Our management may be required to exercise considerable judgment in estimating revenue to be recognized. Judgment is required in identifying performance obligations and whether there are multiple promises that should be a combined performance obligation. Generally, our performance obligations consist of either a single distinct good or service, or a combination of goods or services that are bundled together and accounted for as a single performance obligation when they are not separately identifiable. Additionally, evaluating how control is transferred, when or as performance obligations are satisfied can require significant judgment.

Stock-~~Based~~based Compensation

We estimate the fair value of stock options granted under our equity incentive plan on the grant date using the Black-Scholes option pricing model, which requires us to make a number of assumptions. See Note 1314 of our audited consolidated financial statements ~~for~~included ~~the~~elsewhere ~~years~~in ~~ended~~this ~~December 31,~~prospectus ~~2024 and 2023~~ for a complete discussion of our stock-based compensation plans. The grant-date fair value of stock-based awards is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards.

The Black-Scholes option pricing model requires the use of subjective assumptions to determine the fair value of stock-based awards including:

• Fair Value of Common Stock – Prior Asto the Merger, there had been no public market for our ~~Common~~common ~~Stock,~~stock. ~~prior to the Business Combination~~Therefore, management and/or the board of directors ~~has~~had historically determined the fair market value of our ~~Common~~common ~~Stock~~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, ~~amongst~~among other factors.

95•Expected Term – The expected term represents the period that our 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 ~~Term~~Volatility – As ~~The~~there ~~expected~~is ~~term~~limited ~~represents~~trading ~~the~~history ~~period~~for ~~that~~ our common stock~~-based~~, ~~awards~~expected ~~are~~volatility ~~expected~~is todetermined bebased ~~outstanding~~on ~~and~~the isaverage ~~determined~~volatility ~~using~~of ~~the~~comparable ~~simplified~~publicly ~~method.~~traded ~~The~~companies ~~simplified~~over ~~method~~a ~~calculates~~period equal to the expected term asassumption. ~~the~~Comparable ~~average~~companies ofare ~~the~~chosen ~~time-to-vesting~~based ~~and~~on ~~the~~their ~~contractual~~similar ~~life~~size, ofstage in the ~~award~~life cycle or industry.

•Risk-Free ~~Expected~~Interest ~~Volatility~~Rate – The ~~Because~~risk-free weinterest ~~were~~rate ~~private~~is ~~held~~based ~~prior~~on to the ~~Business~~U.S. ~~Combination~~Treasury ~~and~~yield ~~did~~curve ~~not~~in ~~have~~effect anat ~~active~~the ~~trading~~time ~~market~~of ~~for~~grant ~~our~~of ~~Common Stock, we have determined expected volatility based on~~ the ~~average~~award ~~volatility~~ for ~~publicly~~time ~~traded~~periods ~~companies~~approximately ~~that we consider to be comparable, over a period~~ equal to the expected term ~~assumption.~~of ~~Comparable companies are chosen based on their similar size, stage in the life cycle or industry~~award.

• 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.76

•Table ~~Expected~~of ~~Dividend – The expected dividend yield assumption is zero as we have never paid and have no plans to pay dividends on our common stock in the foreseeable future.~~Contents

•Expected Dividend – The expected dividend yield assumption is zero as we have never paid and have no plans to pay dividends on our common stock in the foreseeable future.

These assumptions involve inherent uncertainties and the application of significant judgment. As a result, if factors or expected outcomes change and we use significantly different assumptions or estimates, our stock-based compensation expense could be materially different.

Valuation of Financial Instruments

We have issued certain financial instruments, such as ~~Second~~second ~~Lien~~lien ~~Loans~~loans, SAFEs, ~~and~~ redeemable convertible preferred stock warrant liabilities, and common stock warrant liabilities that require (i) a higher degree of judgment in estimating their fair values as of each reporting period and (ii) the use of valuation models that are dependent on management estimates and assumptions, primarily related to expected volatility, expected term, probabilities of triggering events, discount rates and risk-free interest rates. Generally, expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the expected term of the instrument. The expected term is based on the contractual term or management’s best estimate based on the timing of certain events. The probability of a triggering event is based on management’s best estimate of the events occurring. The discount interest rate is generally based on the rate implied by the transaction as well as comparable companies and the risk-free interest rate is based on relevant U.S. Treasury rates for a period that matches the expected term of the instrument. If actual results are not consistent with our estimates or assumptions, the valuations underlying the issued financial instruments could be materially different.

Recent Accounting Pronouncements

See Note 2 toof our audited ~~financial~~consolidated ~~statements and our unaudited condensed~~ financial statements included elsewhere in this prospectus for more information about recent accounting pronouncements that may potentially have an impact on our financial position, results of operations or cash flows.

One Big Beautiful Bill Act

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. WeThe ~~are~~Company inevaluated the ~~process of evaluating the~~ potential impact of the OBBBA legislation on ~~our~~its financial position, results of operations and cash flows. However, due to ~~our~~the Company’s taxable loss position and valuation allowance on ~~our~~its deferred tax assets, the OBBBA isdid not ~~expected to~~ have a material impact on ~~our~~its financial statements ~~and related disclosures~~.

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BUSINESS

Company Overview

Kodiak is a leading provider of physical AI, with a focus on AI-powered autonomous vehicle (“AV”) technology, that is designed to help tackle some of the toughest driving jobs. Our driverless solution can help address the critical problem of safely transporting goods in the face of unprecedented supply chain challenges. We believe that driverless trucks can enhance road safety, improve truck utilization, reduce costs, expand margins for fleet owners, alleviate supply chain pressures and create better jobs for truck drivers.

The Kodiak Driver is not just an idea—it is operating without a human driver today. As of ~~August~~ March 31, ~~2025~~2026, Kodiak Driver-powered vehicles have logged over 323,~~000~~500 Cumulative Hours of Paid Driverless Operations ~~and driven over 3~~.~~0 million autonomous miles with a safety driver in the cab.~~

The Kodiak Driver is also being utilized in the ~~public~~defense sector, where we believe it can support national security initiatives and critical government applications. WeAs of March 31, 2026, we have recognized in aggregate approximately $30 million in revenue under contracts with the U.S. ~~Army~~military to adapt the Kodiak Driver for military vehicles. In early 2026, we were awarded a contract by the U.S. Marine Corps to integrate the Kodiak Driver into the Marine Corps’ Remotely Operated Ground Unit for Expeditionary Fires (ROGUE-Fires) carrier ground vehicle.

97Kodiak was founded by autonomy industry pioneer Don Burnette in 2018. Kodiak’s management team has decades of collective experience across AI, robotics, and AV technology. Our team of 386 employees, as of March 31, 2026, brings experience not only in technology but also operations, trucking and defense.

Kodiak was founded by autonomy industry pioneer Don Burnette in 2018. Kodiak’s management team has decades of collective experience across AI, robotics, and AV technology. Our team of over 260 employees brings experience not only in technology but also operations, trucking and defense. 78

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The AV Industry

For decades, AVs remained a fixture of science fiction. Progress was limited until the early 2000s, when the Defense Advanced Research Projects Agency (“DARPA”) catalyzed the field through a series of landmark competitions known as the DARPA Grand Challenges.

The DARPA Grand Challenges led to significant advancements in state-of-the-art sensors, compute and drive-by-wire systems necessary to support AVs. Further, breakthroughs in physical AI and computer vision, powered by increasingly sophisticated graphics processing units (“GPUs”), have accelerated autonomy from the laboratory to real-world deployment. In the United States, policymakers, witnessing these advances, have cleared a regulatory path for AV deployment in 2425 states as of ~~June 30~~March 31, ~~2025~~2026.

AV technology is no longer a technology of the future—it is currently being deployed across several economically-critical sectors including ~~commercial~~ trucking, personal transportation, last-mile goods delivery and ~~the public sector~~defense, with the public increasingly embracing driverless vehicles. The autonomous trucking sector in particular has recently seen increased customer interest, as the COVID-19 pandemic highlighted the fragility of supply chains to consumers, policymakers and investors.

Market Opportunity

Trucking is essential to the global economy. In 2023, the global road freight transportation market, which includes light commercial vehicles and heavy commercial vehicles, generated more than $4 trillion in annual revenue.3 Within the global road freight transportation market, oil and gas, mining and minerals, and logging represented $16.8 billion, $19.6 billion, and $31.7 billion, respectively, in 2024, and by 2032, these numbers are expected to grow to $31.5 billion, $54.8 billion, and $45.8 billion, respectively.4,5,6 In the United States, the trucking market accounted for over $900 billion in revenue in 2024 and 77% of overall U.S. freight is projected to be delivered by truck by 2035.7 According to the American Trucking Association (“ATA”), the United States trucking industry relied on over five million Class 7 and 8 trucks in 2023, many of which are underutilized due to a variety of factors, including driver availability constraints and increasing regulatory pressure.8

The public sector represents a large and diverse market, spanning applications from defense to municipal services. Overall, global military truck market spending is expected to reach approximately $28 billion by 2027.9 Across key markets, including the United States, defense modernization programs are focused on upgrading fleets with advanced technologies, with autonomy playing an increasing role. Deploying autonomous vehicles to perform critical and dangerous tasks has the potential to significantly reduce the risk to troops while enhancing tactical abilities.

The U.S. trucking industry faces severe, unresolved near- and long-term challenges.10 We believe driverless trucks represent a unique opportunity to help address these challenges, which include:

• Safety Risks: Truck driving is among the most dangerous professions for American workers. In 2023, truck drivers had the seventh highest frequency of fatal accidents among civilian jobs, with long hours,

3 Verified Market Research (“VMR”), Road Freight Transportation Market Size and Forecast 2023-2031, July 2024.

4 VMR, Mining and Mineral Logistics Global Market Size, Status and Forecast to 2032, June 2025.

5 VMR, Oil and Gas Logistics Global Market Size, Status and Forecast to 2032, June 2025.

6 VMR, Global Forest Logistics Global Market Size, Status and Forecast to 2032, June 2025.

7 ATA, ATA U.S. Freight Transportation Forecast to 2035, January 2025 (“ATA Freight Transportation Forecast”).

8 ATA, American Trucking Trends 2024, September 2024.

9 The Business Research Company, Military Truck Global Market Report 2023, October 2023.

10 American Transportation Research Institute, An Analysis of the Operational Costs of Trucking: 2024 Update, June 2024 (“ATRI Report”).

distractions and extreme conditions increasing overall driver risk.11 From 2021 through 2023, over 15,000 people died in crashes involving large trucks on American roads.12 These risks are especially acute in remote and industrial settings like the Permian Basin, where from 2018 to 2022, crashes were more than twice as likely to be deadly compared to crashes elsewhere in Texas.13 Research by the Federal Motor Carrier Safety Administration (“FMCSA”) found that more than 85% of large truck crashes from April 2001 to December 2003 occurred due to human error.14

• Labor Shortages and Work Force Challenges: Trucking involves long hours, time away from home and dangerous working conditions contributing to an estimated 60,000 truck driver shortage in 2023.15 The ATA estimated that between 2021 and 2030, the United States will need to add nearly one million new truck drivers to both replace retiring drivers and meet anticipated freight demand.16 Additionally, as of 2023, annual driver turnover in large fleets was over 70%17, and initiatives like under-21 pilot programs have struggled to attract young drivers, suggesting that younger workers do not find these jobs appealing.18

• Rising Costs and Inefficiencies: Commercial trucking costs have outpaced inflation in recent years. From 2014 to 2023, overall trucking costs have increased by approximately 33%, with driver wages rising by approximately 68%, and insurance costs, driven largely by safety issues, increasing by approximately 39%.19 In addition, fuel costs and inefficient driving further increase expenses. These costs compare to approximately 31% cumulative inflation experienced in the United States over the same period.20

• Strategic and Operational Pressures: The demand for rapid freight delivery continues to grow, particularly as consumers shift more of their purchases online. 71% of retailers target next-day or same-day delivery, according to a 2022 report.21 This shift has further increased demands on the trucking industry.

Our Solution

We believe the Kodiak Driver can help address the systemic challenges facing the trucking industry. We believe the benefits of adopting the Kodiak Driver include:

• Improved Safety: The Kodiak Driver is engineered to drive safely. Unlike human drivers, the Kodiak Driver never drives distracted or drowsy or looks at a phone. The Kodiak Driver has capabilities beyond human drivers, including real-time, continuous, near 360-degree perception and faster-than-human reaction times. Additionally the Kodiak Driver learns in parallel: when one Kodiak Driver-powered truck learns something new, all Kodiak Driver-powered trucks become smarter and safer. By reducing exposure to human error and fatigue and providing capabilities beyond what is possible with human drivers, we believe the Kodiak Driver enhances the safety profile of freight operations.

• Reliable Freight Supply: The Kodiak Driver is designed to provide consistent and predictable freight movement. We believe driverless trucks will help trucking companies more reliably manage their networks by automating long-haul routes, typically the hardest to recruit for, and improving operational

11 U.S. Bureau of Labor Statistics, Civilian occupations with high fatal work injury rates, 2023, December 2024.

12 U.S. Department of Transportation, Motor Carrier Safety Progress Report Federal Motor Carrier Safety Administration, March 31, 2024 (“USDOT Safety Report”).

13 Center for Transportation Safety at the Texas A&M Transportation Institute, Analysis of Crash Data in the Texas Permian Basin, 2024.

14 Federal Motor Carrier Safety Administration, The Large Truck Crash Causation Study—Analysis Brief, July 2007 (“FMCSA Study”).

15 Bobby Samuels, The Economic Factors Fueling the Trucker Shortage, Vision Magazine, June 27, 2024.

16 ATA, Driver Shortage Update 2021, October 25, 2021.

17 ATRI Report.

18 U.S. Department of Transportation Federal Motor Carrier Safety Administration, Waivers, Exemptions, and Pilot Programs Annual Report to Congress Fiscal Year 2022, April 2024.

19 ATRI Report.

20 U.S. Bureau of Labor Statistics, CPI Inflation Calculator, May 2025.

21 Retailer Industry Leaders Association and McKinsey & Company, Retail Speaks. Retailer delivery speed goals as of 2022.

predictability. By supporting the creation of more appealing local and regional driving jobs that allow more drivers to return home each night, we believe driverless trucks can also reduce turnover, simplifying driver management.

• Increased Utilization and Margins: We expect the Kodiak Driver will increase truck utilization and lower the cost of operations in our customers’ fleets. Unlike human drivers, which are limited by safety regulations to drive a maximum of 11 hours a day22 and are estimated to drive an average of only 6.5 hours a day,23 Kodiak Driver-powered trucks can operate nearly 24/7, stopping to refuel, receive maintenance and pick up and drop off loads. We believe this will allow our customers to meaningfully increase their truck utilization. In addition, AV trucks can optimize fuel use through less truck idling, more efficient routing, fewer non-revenue generating miles, and more consistent driving. We believe these collective improvements will expand our customers’ operating margins.

• Single Solution for Diverse Environments: The Kodiak Driver continuously learns across a variety of domains, and our technology benefits from our wide range of operational activities and the collection of diverse data. Our work in the public sector helped us evolve the Kodiak Driver for use in rugged environments. In turn, these learnings were critical to enabling commercial driverless operations with Atlas on the unimproved, industrial roads in the Permian Basin. We believe that the driverless experience we are gaining in the Permian Basin will enable scaling of our on-highway driverless operations faster and more efficiently.

Why Kodiak is Positioned to Win

AI-Driven Approach to Ground Autonomy

The Kodiak Driver operates today with AI designed to drive in a wide range of environments. We have implemented AI techniques, such as vision-language models (“VLMs”), to assist in the detection of rare events, without explicit training. We believe the Kodiak Driver outperforms the competition because of its multi-sensor perception, scalable and adaptable AI and iterative development with rigorous real-world testing.

Single Technology Platform

Our versatile driverless solution is built for scale, and its ease of integration and maintenance is proven across multiple platforms. Our integrated platform combines advanced AI-powered software with modular hardware designed for deployment across a variety of driving environments and use cases. Additionally, our hardware is vehicle-agnostic, subject to certain minimum specifications, allowing us to quickly scale our deployment to align with customer needs.

Strong Customer Traction

We launched driverless operations, and our DaaS business model, with Atlas in December 2024, hauling goods up to 24/7. As of June 30, 2025, we surpassed 1,900 Cumulative Hours of Paid Driverless Operations. In addition, we work with a range of customers, including some of the largest trucking fleets in the United States, such as J.B. Hunt, Werner Enterprises, C.R. England and Martin Brower. Kodiak’s existing customer base has a total fleet size of approximately 115,000 trucks, providing us with a significant opportunity to implement our DaaS model with existing customers.24

22 Federal Motor Carrier Safety Administration, Summary of Hours of Service Regulation, https://www.fmcsa.dot.gov/regulations/hours-service/summary-hours-service-regulations, last updated March 28, 2022.

23 Goldilocks and the Three Dispatchers: Quantifying the Impact of Dispatcher Management on Truck Driver Performance, https://dspace.mit.edu/bitstream/handle/1721.1/130951/Proctor_Sousa_Jr_project_Goldilocks_and_the_Three_Dispatchers.pdf, June 2021.

24 Fleet size data consists of existing customers as reported in (1) Transport Topics, 2024 Essential Financial and Operating Information for the 100 Largest For-Hire Carriers in North America and (2) the FMCSA Company Snapshot Report webpage accessed on March 10, 2025 (“Transport Topics and FMCSA Company Snapshot Report”). Fleet size includes company-owned, lease-to-own and owner-operator tractors.

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Kodiak Driver-Powered Trucks Generating Revenue

Kodiak Driver-powered driverless trucks are generating revenue today via the DaaS model with Atlas. Today, leading shippers and motor carriers pay us market rates to run freight using Kodiak Driver-powered autonomous trucks. Additionally, many of our customers have enrolled in our Partner Deployment Program (“PDP”), which is designed to enable freight carriers to smoothly integrate the Kodiak Driver into their operations, so they can easily transition to driverless operations once we expand our safety case to encompass on-highway operations, thereby growing our recurring revenue base.

Disciplined Use of Capital

Since our inception, we have focused on deploying capital efficiently. As such, we have consistently prioritized the development and deployment of the Kodiak Driver. Unlike many of our competitors, who design and build expensive ancillary technologies in-house, we have taken an ecosystem-first approach in collaboration with our suppliers and partners. Our approach allows us to stay on the forefront of the technology frontier, without the expense or increased development time of vertical integration. This has allowed us to deliver major milestones on or ahead of schedule.

Industry-Leading Team with Deep Domain Experience

Our founder, Don Burnette, is an AV pioneer with more than a decade working in autonomous software development. Our team of over 270 people has decades of collective experience in AI, robotics, mobility, operations, trucking and defense. We have over 150 team members focused on product development and continuous improvement complemented by an operations team capable of handling deployments in a variety of environments. Our focus is on hiring highly experienced and talented individuals and empowering them to make an organization-wide impact and supporting them through a strong and collaborative culture. As we scale, we will continue to expand our multi-disciplinary engineering team and buttress their expertise in AI, robotics, computer vision, embedded systems, hardware, machine learning, motion planning, perception, systems and safety engineering and simulation.

We have also assembled the Kodiak Industry Advisory Council which brings together a diverse group of forward-thinking trucking industry leaders who help inform our product development, deployment and community engagement. Their collective expertise helps us to shape AV technology’s impact on the trucking industry and the motoring public.

Our Competitive Advantages

The Kodiak Driver’s technological advantages and unique architecture reflects the experience and expertise of our team. We made key architectural decisions early in our development process enabling us to build robust software and modular, durable hardware in a capital efficient manner.

Our competitive advantages include:

1. Customer-Focused Design

2. Cutting-~~edge~~Edge Physical AI Powering a Unified Virtual Driver

3. Independence from HD Maps

4. Common Technology Platform

5. Modular Hardware

6. Assisted Autonomy

~~101~~7.AI Safety Agent

Customer-Focused Design

We designed the Kodiak Driver with our customers in mind, leveraging our team’s experience deploying and operating real-world products. Specifically, we focused on the factors that we believe are critical for our customers, such as ease of maintenance, reliability and smooth integration into our customers tools and operations. Our iterative and efficient autonomy development process allows our team to move with agility and speed to address our customers’ needs.

Cutting-~~edge~~Edge Physical AI Powering a Unified Virtual Driver

Our cutting-edge virtual driver incorporates advancements in physical AI and a fundamentals-based sensor-fusion system. The Kodiak Driver can operate in various complex environments such as highways, dirt roads and off-road, using Kodiak’s Modular Cognitive Architecture to understand the scene. Our neural net framework emphasizes redundancy, end-to-end learnability, interpretability, generalizability and cross-sensor learning. The flexibility of the Kodiak Driver is based on this data-driven system architecture. Our approach is both modular and verifiable, and it utilizes emerging physical AI techniques, including VLMs, to easily integrate diverse data streams. Key to our physical AI is our iterative autonomy development process, which involves a defined testing approach and strong systems engineering, thorough yet cost-efficient validation, advanced simulation utilizing technology currently provided by Applied Intuition, Inc. and rigorous software system design. The AI models in our proprietary perception and planning systems are trained and continually improved based on the data we collect through multiple sensing modalities, including camera, radar, and LiDAR sensor returns while a Kodiak Driver-powered vehicle is operating, as well as data from an Inertial Measurement Unit, which is incorporated into the Kodiak Driver. Our supervised learning is based on both manually-processed data processed and AI pre-labeling modules. For example, we use publicly available vision language encoders that are available for commercial use. We train our models on GPU cluster infrastructure, either at our own on-premise data center or in cloud-based clusters.

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currently provided by Applied Intuition, Inc. and rigorous software system design. The AI models in our proprietary perception and planning systems are trained and continually improved based on the data we collect through multiple sensing modalities, including camera, radar, and LiDAR sensor returns while a Kodiak Driver-powered vehicle is operating, as well as data from an Inertial Measurement Unit, which is incorporated into the Kodiak Driver. Our supervised learning is based on both manually-processed data processed and AI pre-labeling modules. For example, we use publicly available vision language encoders that are available for commercial use. We train our models on GPU cluster infrastructure, either at our own on-premise data center or in cloud-based clusters.

We do not use any third-party data sources in our autonomous system—all of our datasets are proprietary and originate from data we collect while a Kodiak Driver-powered vehicle is operating. This includes data we collect on our own Kodiak Driver-powered trucks, as well as data we collect while operating our DaaS model on customer-owned trucks.

Independence from HD Maps

The Kodiak Driver operates without relying on HD maps that are common in the AV industry. Instead, the Kodiak Driver is designed to see the road, analyze its surroundings, use limited pre-existing information and incorporate real-time perception. We believe this approach better enables the Kodiak Driver to adapt to construction, obstacles and shifting lanes.

Additionally, we believe this approach enhances the Kodiak Driver’s ability to operate in unstructured environments, such as the Permian Basin and military theaters, where maps are difficult, if not impossible, to build and maintain. We believe our independence from HD maps will enable broader scalability and resilience in complex and dynamic environments, giving our trucks the flexibility to navigate across a range of situations and locations.

Common Technology Platform

The Kodiak Driver is a single, common technology platform that is designed to operate across multiple vehicle types and in a variety of driving domains. We have already demonstrated the Kodiak Driver on a number of vehicle types, including Class 8 trucks, Ford F-150s and a Textron RIPSAW M3 treaded military vehicle. In addition, this common technology platform allows us to leverage learnings from one domain to the next. Our strategic decisions to expand the Kodiak Driver’s operating domain to highways, surface streets and unimproved roads has created a robust solution that allows us to leverage learnings across driving environments, creating a virtuous technology development cycle.

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Modular Hardware

We recognize that truck uptime and efficient maintenance are important for our customers. We designed modular hardware that is easy to service and maintain without the need for specialized technicians. This technology enables our customers to keep their Kodiak Driver-powered trucks up and running. Our focus on meeting these needs is evident in the design of our SensorPods, which are engineered to be replaced in less time than it takes to change a tire. We also recently announced a strategic agreement with Bosch, a leading global supplier of technology and services, to collaborate on and scale the manufacturing of a production-grade, redundant autonomous platform. This platform contains the specialized hardware, firmware, and software interfaces that enable the Kodiak Driver to automate trucks—either on a vehicle production line or through an upfitting partner.

Assisted Autonomy

The Kodiak Driver is designed to operate across a variety of environments. We have enhanced this capability by developing an end-to-end service capability, which we call Assisted Autonomy. Assisted Autonomy blends remote support with onboard autonomy to create a solution that enables flexibility and safety. When operating in Assisted Autonomy mode, a driver holding a commercial driver’s license sits at a remote assistance station with intuitive controls including a steering wheel, pedals and brakes to provide guidance to the Kodiak Driver. Assisted Autonomy integrates into the Kodiak Driver’s AI safeguards, and uses redundant, low latency communications to enable safe, high-reliability remote assistance. We developed our Assisted Autonomy system to offer reliable end-to-end solutions, leading to reduced development costs and additional operational flexibility for our customers, and operate our Assisted Autonomy system in partnership with Vay Technology Inc. (“Vay”). Vay’s stations and software tools enable communication with the trucks using multiple redundant communications protocols, offering a more flexible driver-out solution that facilitates broad operational capabilities.

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our Assisted Autonomy system in partnership with Vay Technology Inc. (“Vay”). Vay’s stations and software tools enable communication with the trucks using multiple redundant communications protocols, offering a more flexible driver-out solution that facilitates broad operational capabilities.

Connectivity for Kodiak’s Assisted Autonomy technology is powered by Verizon. Verizon’s 5G and LTE networks allow Kodiak’s driverless vehicles to communicate with Assisted Autonomy drivers and send mission-critical communication between vehicles and our 24/7 Operations Center, with low latency over long distances in remote environments.

AI Safety Agent

Kodiak’s perception system utilizes our proprietary AI Safety Agent that leverages generative AI-based VLMs to identify and address novel, complex or rare edge case scenarios that can be a challenge for more traditional perception techniques. Using this new approach, the Kodiak Driver can generally identify scenarios like dust devils, flooded roads and car fires. We believe this technology allows us to more efficiently handle the long tail of complex edge cases as we move towards long-haul driverless deployment.

Our Safety Approach

Safety is the foundation of everything we build. It is the driving force behind what we do and why we do it. Building a safe AV is not about using a single approach or achieving a single metric. It is about being comprehensive—identifying reasonably foreseeable risks and building layers of systems and processes to mitigate those risks. This holistic, comprehensive framework, common in safety-critical industries, is called a safety case. We utilize our safety case to provide a structured, evidence-backed argument for why the Kodiak Driver is acceptably safe.

Our safety case enables us to foster confidence among customers, regulators and the general public. To complete our driverless safety case for our initial industrial trucking operating domain, we conducted a comprehensive risk evaluation spanning functional safety, behavioral safety, operational safety, cybersecurity and other areas of focus. The evidence from this effort was then assembled into our safety case structure to support the claim that our system is acceptably safe for driverless operations in our off-highway operating domain. We are now working to extend our safety case to additional operating environments, including onlong-~~highway~~haul trucking. We intend to complete our long-haul safety case, and commence long-haul driverless operations, by the end of 2026.

Our Safety Case Pillars

Core to our safety approach is the Probabilistic Risk Assessment (“PRA”), a technique pioneered by the nuclear and aerospace industries, to quantify behavioral safety risks. The PRA provides a rigorous, data-driven assessment of risk, supporting a measurable and evidenced-backed path to deployment readiness, while helping to identify the highest-priority areas for development.

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The PRA breaks down risks into testable and measurable scenarios, starting broad and progressively narrowing into specific, quantifiable events like “static vehicle-in-lane exposures per mile.” This structured risk assessment enables a precise evaluation of our autonomy system’s performance under real-world conditions. By pinpointing key sources of risk, the PRA allows us to prioritize development towards the most critical scenarios. As we continuously expand and refine our PRA model, we systematically determine new engineering priorities, ensuring continuous refinement and ongoing safety improvements.

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In addition to our safety case framework, we work both individually and with our suppliers to ensure we comply with all applicable FMVSSs and FMCSRs. Furthermore, we have established a strong set of principles, policies and procedures designed to promote safety throughout our organization. We work closely with both federal and state regulators to ensure that they are well informed of our operations and approach and commitment to safety.

Our Solution

The Kodiak Driver

We are focused on delivering a purpose-built, physical AI-powered ground autonomy solution that enables reliable and efficient driverless movement in a wide variety of environments. The Kodiak Driver’s software stack employs ana physical AI-driven approach to ground autonomy, utilizing a single AI virtual driver across multiple environments, while the Kodiak Driver’s modular hardware is designed for easy maintenance with minimal training. The Kodiak Driver has demonstrated performance in complex environments with different trailer types and weights.

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Oversight and Integration Tools

Kodiak has built oversight and integration tools that allow us to deliver a comprehensive and turnkey AV solution to our customers. This includes Kodiak OnTime, Kodiak’s proprietary suite of support services and tools designed to provide smooth integration with customer operations. Kodiak OnTime integrates the Kodiak Driver with our customers’ management systems, including fleet management, transportation management and yard operations. In addition, Kodiak OnTime enables real-time tracking and status updates, and includes in-field applications for inspections as well as services to keep trucks moving safely and efficiently. Kodiak’s 24/7 Operations Center gives our operations specialists real-time visibility into every Kodiak Driver-powered truck, supporting efficient and reliable operations.

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A Business Model Tailored to Customer Operations

Kodiak offers the Kodiak Driver ~~as a virtual AI driver~~ for a recurring license fee. Integrating the Kodiak Driver into customer-owned vehicles allows us to maintain a more asset-light business model. Under our DaaS model, which we launched in December 2024 in connection with our partnership with Atlas, we charge a per-vehicle or per-mile license fee, depending on which fee structure better fits into our customers’ operations. These license fees cover the use of the Kodiak Driver hardware and software platforms, access to software and routing updates, maintenance of the autonomous system, remote monitoring and assistance and access to Kodiak OnTime and other services.

We believe that integration with our customers’ information management systems through Kodiak OnTime will aid in customer retention, as our customers adapt their processes and tools specifically to incorporate the Kodiak Driver. We anticipate entering into long-term master service contracts with our customers which will provide for per-truck or per-mile license fees and terms of three to four years in our ~~commercial~~ trucking business.

We will deliver certain components of our offerings, such as maintenance, hardware financing and insurance, in conjunction with our third-party partner network. We believe that this business model will allow us to scale while maintaining high margins—we succeed as our customers succeed.

Technology

Kodiak’s Self-Driving Software Stack

The Kodiak Driver uses a Modular Cognitive Architecture consisting of several parallel deep neural nets that simultaneously process large amounts of sensor data to perceive and understand the truck’s operating environment and its place within it, classify the objects and actors in its field of view, predict the behavior of those actors, and create and execute a motion plan for where to drive. Our data-driven AI framework emphasizes redundancy, end-to-end learnability, interpretability, generalizability and cross-sensor learning.

The Kodiak Driver pulls in information from its suite of sensors: cameras, radars and LiDARs. Each of these sensors has its own strengths and benefits, and we purposefully arrange them with overlapping fields of view designed to improve safety. The Kodiak Driver’s AI-powered perception system then processes that sensor information, turning raw sensor data into actionable information. Next, the Kodiak Driver uses this information to determine its location, orientation and speed in relation to other objects and actors. It then formulates a motion plan for where to drive, setting both speed and trajectory to establish a safe path. Finally, the Kodiak Driver’s controls layer communicates with the underlying truck, applying the throttle or brakes and turning the wheels, as applicable. This full cycle repeats itself ten times every second.

The Kodiak Driver also utilizes technologies that promote safe and reliable operations even in challenging situations. Kodiak’s proprietary fallback system is designed to enable a Kodiak Driver-powered vehicle to safely and autonomously move over to the side of the road in the event of a truck or system failure, thereby achieving a minimal risk condition. Ten times each second, the Kodiak Driver evaluates the performance of more than 1,000 safety-critical processes and components in both the self-driving stack and the underlying truck platform. Should any of these critical components fall outside the acceptable performance parameters, the Kodiak Driver automatically executes a fallback plan, safely pulling the truck over to the side of the road. This fallback capability is critical for promoting safe operations. Our perception system also uses a proprietary, patent-pending system that leverages generative AI-based VLMs to identify and respond to novel, complex edge case scenarios that can be a challenge for more traditional perception techniques.

~~105~~ 83

~~minimal~~Table ~~risk condition. Ten times each second, the Kodiak Driver evaluates the performance~~ of more than 1,000 safety-critical processes and components in both the self-driving stack and the underlying truck platform. Should any of these critical components fall outside the acceptable performance parameters, the Kodiak Driver automatically executes a fallback plan, safely pulling the truck over to the side of the road. This fallback capability is critical for promoting safe operations. Contents

Kodiak’s Hardware Solution

Guided by its ecosystem-first approach, Kodiak has developed differentiated, modular hardware to power its driverless operations. This hardware includes:

1. SensorPods—Kodiak’s proprietary SensorPods are mirror-mounted self-contained modules that contain cameras, radars and LiDARs. With two SensorPods per vehicle, the Kodiak Driver maintains overlapping fields of view. Kodiak’s patent-pending quick-disconnect attachment is designed to maximize uptime and utilization by enabling fast swaps with minimal training.

~~106~~2.Redundant Architecture—Kodiak’s modular driverless hardware platform integrates redundancy into all safety-critical functions, including steering, braking, power and compute. This redundancy ensures the Kodiak Driver can maintain safe and reliable driverless operations, even in the event of a component failure.

23.Physical ~~Redundant~~AI ~~Architecture~~Compute—The Kodiak Driver’s ~~modular~~physical ~~driverless~~AI ~~hardware~~compute platform ~~integrates~~includes ~~redundancy~~GPUs ~~into~~optimized ~~all~~for ~~safety-critical~~automotive ~~functions,~~applications ~~including~~and ~~steering,~~a ~~braking~~hardened, ~~power~~military-spec ~~and~~ compute. ~~This~~designed ~~redundancy~~to ~~ensures~~withstand the harsh environments where the Kodiak Driver ~~can~~operates. ~~maintain~~The ~~safe~~compute platform also includes automotive processors and ~~reliable~~in-vehicle ~~driverless~~networking ~~operations~~interfaces developed by NXP Semiconductors, ~~even~~which inenable ~~the~~critical ~~event~~functions ofsuch aas ~~component~~vehicle ~~failure~~performance monitoring and on-vehicle power management.

3. AI Compute—The Kodiak Driver’s AI compute platform includes GPUs optimized for automotive applications and a hardened, military-spec compute designed to withstand the harsh environments where the Kodiak Driver operates.84

4.Table ~~Actuation Control Engine (“ACE”)—At the core~~ of our safety architecture is the ACE, a custom-designed computer that manages vehicle actuation independently from the main autonomy system. If any safety-critical component of either the Kodiak Driver or the underlying vehicle platform fails, the ACE steps in to execute a safe fallback maneuver and bring the vehicle to a controlled stop.Contents

4.Actuation Control Engine (“ACE”)—At the core of our safety architecture is the ACE, a custom-designed computer that manages vehicle actuation independently from the main autonomy system. If any safety-critical component of either the Kodiak Driver or the underlying vehicle platform fails, the ACE steps in to execute a safe fallback maneuver and bring the vehicle to a controlled stop.

Commercialization Strategy

Kodiak’s commercialization strategy has always been focused on meeting our customers’ needs. With a large truck driver shortage, an aging workforce and high turnover rates, our customers have consistently told us that they need a flexible DaaS solution. The DaaS solution is expected to help them supplement their existing workforce, grow their fleet and increase their asset utilization. With customer needs in mind, we first implemented with Atlas in December 2024, and expect to grow, our DaaS revenue model by licensing our solution to ~~commercial~~long-haul trucking, ~~and~~industrial ~~public~~trucking ~~sector~~and defense customers. We offer different license fee structures to align with our customers’ preferred driver cost approach, such as per-mile or per-vehicle. This flexibility is critical in providing our customers with a solution that works for them.

This flexible and customer-centric business model is matched by the versatility of the Kodiak Driver to meet the operational needs of our customers. The Kodiak Driver’s underlying common technology platform and independence from HD maps is expected to enable commercialization across different use cases ~~from~~including ~~off~~long-~~highway~~haul ~~to on-highway commercial~~ trucking ~~applications~~, asindustrial ~~well~~trucking asand off-road ~~applications~~defense ~~in the public sector~~applications.

The initial commercial launch of our recurring revenue-generating driverless trucking solution in December 2024 focused on the ~~off-highway~~industrial ~~segment~~trucking sector. The 24/7 nature of oil and gas wells, the acute driver shortage and safety risks in the Permian Basin, and the remoteness of the environment made the oil and gas logistics market ripe for automation. Next, we plan to commercialize our technology in the onlong-~~highway~~haul ~~segment~~trucking sector. WeAs of March 31, 2026, we have built an extensive autonomous freight network of approximately 2325,000 miles ~~that runs across the southern United States~~. Following the expansion of our safety case to cover the onlong-~~highway~~haul operating domain, we plan to launch our onlong-~~highway~~haul driverless deployment initially in Texas. We believe Texas is an attractive launch market because it is one of the largest freight markets in the United States, and has a generally favorable business and regulatory environment, along with a relatively moderate climate.

~~107~~In our long-haul operations, we are currently operating revenue-generating commercial operations with Kodiak-owned autonomous trucks. Since 2019, we have hauled commercial freight for our extensive customer base and, we currently offer regular service between our Dallas hub and Houston, Oklahoma City and Atlanta and recently expanded our service offering to El Paso. We have also previously operated consistent service between Dallas and San Antonio, and piloted deliveries between California and Florida.

In our on-highway operations, we are currently operating revenue-generating commercial operations with Kodiak-owned autonomous trucks. Since 2019, we have hauled commercial freight for our extensive customer base and, we currently offer regular service between our Dallas hub and Houston, Oklahoma City and Atlanta. We have also previously operated consistent service between Dallas and San Antonio, and piloted deliveries between California and Florida. 85

WeTable partner with commercial upfitters to integrate the Kodiak Driver hardware into commercially available trucks, including our recently announced partnership with Roush Industries, Inc., a leading product development supplier serving the mobility, aerospace and defense industries. We believe this upfit-first strategy is the best approach for the current state of the market, which does not yet offer driverless-ready trucks directly from OEMs at scale. Partnering with an upfitter also gives us strategic flexibility to make continuous incremental improvements to the Kodiak Driver hardware as new technologies and techniques become available. In the long run, we believe integrating our technology into truck OEM manufacturing processes will help us achieve additional economies of scale, further reduce the cost of our system and enable significant scale of production. Contents

We ~~believe~~partner ~~our~~with ~~customer-centric~~commercial ~~approach~~upfitters isto aintegrate ~~key~~the ~~differentiator.~~Kodiak ~~Rather~~Driver ~~than~~hardware ~~offering~~into acommercially ~~one-size-fits-all~~available ~~approach,~~trucks. weThis ~~closely~~includes ~~collaborate with~~ our ~~customers~~partnership ~~through~~with ~~our~~Roush ~~PDP~~Industries, Inc. We(“Roush”), ~~have~~a ~~refined~~leading ~~our~~product ~~PDP~~development ~~over~~supplier ~~several~~serving ~~years to ensure~~ the ~~ease~~mobility, ofaerospace ~~integration~~and ofdefense ~~the Kodiak Driver into our customers’ operations~~industries. ~~This~~We ~~structured~~believe ~~program~~this ~~begins~~upfit-first ~~with:~~strategy ~~(i) assessing~~is the ~~customer’s~~best ~~freight~~approach ~~network~~for tothe ~~identify~~current ~~optimal~~state ~~deployment~~of ~~opportunities;~~the ~~(ii) designing~~market, ~~end-to-end~~which ~~solutions~~does ~~that~~not ~~address~~yet ~~customer~~offer ~~needs;~~driverless-ready ~~and~~trucks ~~(iii) defining~~directly ~~operational~~from ~~workflows,~~OEMs ~~including~~at ~~maintenance~~scale. ~~services~~Partnering ~~and~~with ~~system~~Roush ~~integrations.~~also ~~This~~gives ~~enables~~ us tostrategic ~~prove~~flexibility ~~the~~to ~~viability~~make ofcontinuous ~~our~~incremental ~~technology~~improvements ~~and our commitment~~ to ~~customer~~the ~~success~~Kodiak byDriver ~~hauling~~hardware ~~customer~~as ~~freight~~new ~~with~~technologies ~~Kodiak-owned~~and ~~autonomous~~techniques ~~trucks~~become available. AsIn wethe ~~scale~~long ~~our~~run, ~~DaaS~~we ~~model~~believe ~~beyond~~integrating our ~~agreement~~technology ~~with~~into ~~Atlas,~~truck weOEM ~~expect~~manufacturing ~~Kodiak-owned~~processes ~~autonomous~~will ~~trucks~~help ~~deployed~~us onachieve ~~behalf~~additional economies of ~~our~~scale, ~~customers~~further ~~will~~reduce bethe ~~replaced~~cost byof ~~customer-owned~~our ~~trucks~~system ~~powered~~and ~~with~~enable ~~the~~significant ~~Kodiak~~scale ~~Driver.~~of production.

~~Our~~We ~~Customers~~believe our customer-centric approach is a key differentiator. Rather than offering a one-size-fits-all approach, we closely collaborate with our customers through our Partner Deployment Program (“PDP”). We have refined our PDP over several years to ensure the ease of integration of the Kodiak Driver into our customers’ operations. This structured program begins with: (i) assessing the customer’s freight network to identify optimal deployment opportunities; (ii) designing end-to-end solutions that address customer needs; and (iii) defining operational workflows, including maintenance services and system integrations. This enables us to prove the viability of our technology and our commitment to customer success by hauling customer freight with Kodiak-owned autonomous trucks. As we scale our DaaS model beyond the industrial domain, we expect Kodiak-owned autonomous trucks deployed on behalf of our customers will be replaced by customer-owned trucks powered by the Kodiak Driver.

Commercial Trucking

Our versatile technology supports the automation of a wide range of ground transportation use cases from off-highway to on-highway applications, enabling us to support a broad customer base. Our existing customer base includes Atlas, a leading oil and gas logistics provider, J.B. Hunt, the largest intermodal carrier in the United States, Werner Enterprises, one of the largest truckload carriers in the United States, C.R. England, one of the largest refrigerated carriers in the United States, and Martin Brower, a global supply chain partner to the world’s leading food brands, including quick service restaurants. Our customers have a total fleet size of

108

approximately 115,000 trucks, giving us significant opportunity to grow even without adding any new customers.25

Public Sector

We have also built a public-sector focused business and have been working with the Defense Innovation Unit and U.S. Army since October 2022 to deliver an autonomous driving solution. We have also partnered with Textron Systems to leverage its AV technology into a product adapted for and integrated into the RIPSAW M3.

Select Customer Case Studies

The below case studies illustrate the diversified application of our technology and the progression of our commercialization strategy. Other than the U.S. Army, the revenue received under each such commercial arrangement has been immaterial through June 30, 2025.

Atlas Energy Solutions

We have partnered with Atlas to launch the first known publicly announced customer-owned and customer-operated driverless trucks in commercial service. In December 2024, Atlas deployed its first Kodiak Driver-powered trucks under the Kodiak DaaS model to transport frac sand from depots to wellsites, which are operating day and night across the Permian Basin. The driverless trucks integrate with Atlas’ Dune Express conveyor system, creating a fully automated, end-to-end logistics solution. Following successful real-world operations and achievement of key performance milestones, in March 2025, Atlas committed to deploying the Kodiak Driver on 100 Atlas-owned trucks, subject to the terms of the Atlas MSA. The active deployment of Kodiak Driver-powered Atlas trucks demonstrates both the viability and scalability of driverless freight in Atlas’ operating domain and the Kodiak DaaS model.

J.B. Hunt

Beginning in January 2024, we collaborated with J.B. Hunt to integrate autonomous trucks into long-haul freight operations. Together, we launched autonomous freight movements between Dallas and Atlanta—an approximately 15-hour route where 24/7 operations can significantly improve asset utilization. Under this collaboration, Kodiak Driver-powered autonomous trucks complete middle-mile operations while J.B. Hunt manages first- and last-mile logistics. Together, Kodiak and J.B. Hunt have served major shipper customers, including Bridgestone, demonstrating the ability to deliver freight consistently and safely utilizing the Kodiak Driver to meet the demands of shippers. Pursuant to our active agreement with J.B. Hunt, J.B. Hunt tenders us its customers’ freight for freight hauling services between Dallas to Atlanta using Kodiak-owned, Kodiak Driver-powered autonomous trucks and pays us an agreed upon per mile rate and related accessorial charges. As such, any revenue generated under such arrangements is classified as freight delivery.

Werner Enterprises

We partnered with Werner Enterprises to integrate autonomous trucks into its operations beginning in 2022. Werner has been a key participant in our PDP and has an employee serving on our Industry Advisory Council, providing critical insight into our commercial deployment strategy. Together, we have demonstrated the viability of autonomous freight through continuous operations across freight-dense highways, including Dallas to Atlanta and Dallas to Jacksonville. Pursuant to our active agreement with Werner, Werner tenders us its customers’ freight for freight hauling services between Dallas to Atlanta using Kodiak-owned, Kodiak Driver-powered autonomous trucks and pays us an agreed upon per mile rate and related accessorial charges. As such, any revenue generated under such arrangements is classified as freight delivery.

25 Transport Topics and FMCSA Company Snapshot Report. Fleet size includes company-owned, lease-to-own and owner-operator tractors.

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U.S. Army

We were competitively awarded a contract by the U.S. Army in October 2022 to deliver an autonomous driving solution for military vehicles. Through the Software Acquisition Pathways initiative, we adapted our privately-funded commercial autonomy software for defense applications, integrating it onto a surrogate prototype vehicle. We demonstrated our technology in a series of real-world tests across challenging environments, including mountainous grassland, desert and snowy terrain, validating reliable autonomous navigation in unstructured and off-road conditions. The modular, scalable autonomy system was adapted for tracked combat vehicles and other Army platforms, contributing to the Army’s broader evaluation of autonomous solutions for future tactical and logistics missions. While our contract with the Army is still effective, there are no current deliverables under the contract to be completed. The contracting vehicle may be used for other work we may put under contract prior to its expiration, which is currently set for October 21, 2025.

Textron Systems

We established a strategic partnership with Textron Systems to adapt and integrate the Kodiak Driver into Textron Systems’ military ground vehicles. In 2024, the collaboration achieved a major milestone with the integration of the Kodiak Driver onto the Textron Systems RIPSAW M3, a rugged, uncrewed treaded vehicle. This successful proof of concept highlighted the versatility of the Kodiak Driver across vehicle types—a key capability for defense applications. The partnership leverages Textron’s legacy in military vehicle manufacturing and our AI innovation to deliver mission-ready solutions that improve soldier safety and enhance operational readiness. We do not currently generate any revenue under our partnership with Textron Systems. The agreement with Textron Systems was a technology collaboration agreement under which we and Textron Systems demonstrated the ease of integration of our autonomy system onto Textron Systems’ Ripsaw M3 and to showcase the capabilities of the Kodiak Driver-powered Textron Systems vehicle. Under the collaboration agreement, each party bore its own costs and neither party received any payments.

Competition

We believe our main competitors are other AV technology developers, particularly those who focus on ~~commercial~~long-haul trucking, ~~and~~industrial ~~the~~trucking ~~public~~and ~~sector~~defense.

The principal competitive success factors in AVs for ~~commercial~~long-haul trucking, ~~and~~industrial ~~the~~trucking ~~public~~and ~~sector~~defense, include:

• market reputation;

• safety and reliability;

• technology quality;

• team quality;

• go-to-market approach;

• commercial traction;

• capital efficiency; and

• intellectual property portfolio.

We believe we compare favorably to our competitors on most, if not all, of these categories, due to our demonstrated commercial traction, differentiated technology, strong safety culture and experienced team.

Our Growth Strategy

We plan to continue to build on our position as a leading AV technology provider through further commercialization and scaling of our commercial deployments and the continued development of the Kodiak Driver.

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Domestic Expansion

Since our inception, we have focused on building a solution that solves customer pain points and easily integrates into our customers’ existing networks. We launched our driverless solution in the Permian Basin in West Texas and Eastern New Mexico with Atlas in December 2024 and expect our deployment with them to scale in ~~2025 and beyond. In addition, we plan to launch driverless highway operations in the second half of~~ 2026 in the southern United States, following the completion of key systems and safety engineering work required to validate the expansion of our safety case to encompass on-highway operations. We will then aim to strategically grow our geographic footprint to freight lanes across the country. We expect to expand nationwide over the course of the decade to meet the demands of our customers and as we validate our technology in additional operating environments.

We also see opportunities in the public sector, particularly given the DoD’s increasing preference for commercial off-the-shelf technologies, rather than home-grown or defense-specific solutions. The DoD has stated that it views autonomous technologies as a priority area for investment, particularly as a means of maintaining combat superiority against adversaries that can field greater manpower. 86

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and beyond. In addition, we plan to launch driverless highway operations by the end of 2026 in the southern United States, following the completion of key systems and safety engineering work required to validate the expansion of our safety case to encompass long-haul operations. Once we complete our long-haul safety case, we will then aim to strategically grow our geographic footprint to freight lanes across the country. We expect to expand nationwide over the course of the decade to meet the demands of our customers and as we validate our technology in additional operating environments.

We also see opportunities in the defense sector, particularly given the Pentagon’s increasing preference for commercial off-the-shelf technologies, rather than home-grown or defense-specific solutions. The Pentagon has stated that it views autonomous technologies as a priority area for investment, particularly as a means of maintaining combat superiority against adversaries that can field greater manpower.

International Expansion

While we are focusing our commercial operations in the United States in the near term, we expect to expand to key international markets that share certain similarities with the United States such as labor shortages, supportive regulatory environments and comparable roadway environments. We expect these jurisdictions may initially include Australia, the Middle East, Canada and Europe, subject to ongoing customer and prospective customer discussions, market analysis and trade policy considerations. Additionally, we see ~~public~~defense sector opportunities with allied militaries in Europe, given instability in the region.

Intellectual Property

Our success and competitive advantage depend in part upon our ability to develop and protect our core technology and intellectual property. We own a portfolio of intellectual property, including patents and patent applications, trademarks, domain registrations, confidential technical information including trade secrets, technical data, curated data sets and expertise in the development of software and hardware for AVs.

We have filed applications and paid certain fees to register and maintain our patents and trademarks, to secure and protect our intellectual rights and defend against third parties who may infringe on our intellectual property rights. We also rely on trade secrets to protect our AI model architecture, design and manufacturing know-how and individual model structures and model parameters that have been developed within our proprietary perception, mapping, planning and control systems with curated data structures. Additionally, we take commercially reasonable steps designed to secure and protect our intellectual property rights, including through agreements with our commercial partners, supply-chain vendors, employees and consultants, and by maintaining our software in an access-controlled proprietary cloud environment.

As of ~~June 30~~March 31, ~~2025~~2026, we own over ~~120~~150 patents and pending patent applications, including filings in U.S. and foreign jurisdictions. In addition, we have two registered U.S. trademarks and one registered foreign trademark. Our patents and patent applications cover a broad range of technologies relevant to self-driving vehicles across different operating domains, including long-haul trucking, industrial and ~~public~~defense ~~sector~~ related domains.

Regulatory Landscape

There is currently no comprehensive federal regulatory framework governing the deployment of driverless trucks. We are able to operate our driverless trucking business today as regulators continue to work towards developing regulatory frameworks specifically for AV deployment.

~~111~~At the state level, the regulatory landscape continues to evolve. As of March 31, 2026, 25 states have enacted legislation explicitly permitting the deployment of driverless trucks. Critical freight corridors, including the I-10 and I-20 corridors stretching coast to coast, are located in states with supportive legal frameworks in place. This has enabled us to pursue and expand our operations across key commercial routes critical to long-haul trucking. While California long prohibited AV truck deployment, in April 2026, the state adopted new regulations that allow for driverless truck deployment.

At the state level, the regulatory landscape continues to evolve. As of June 30, 2025, 24 states have enacted legislation explicitly permitting the deployment of driverless trucks. Critical freight corridors, including the I-10 and I-20 corridors stretching from Arizona to Georgia and Florida, are located in states with supportive legal frameworks in place. This has enabled us to pursue and expand our operations across key commercial routes critical to long-haul trucking. While California currently does not allow for AV truck deployment, in April 2025, the state launched a rulemaking process that we expect to lead to regulations allowing for driverless truck deployment. 87

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While these state laws differ, they generally allow for driverless deployment, so long as vehicles are able to follow the rules of the road and are able to achieve minimal risk conditions. Differences in requirements, such as first responder interaction protocols and insurance standards, create compliance complexities.

At the federal level, the USDOT, through both the NHTSA and the FMCSA, continues to study and issue guidance related to autonomous vehicles. Both agencies have devoted considerable resources to understanding how automation will change roadway operations and safety. Secretary of Transportation Sean Duffy has pledged to create a federal framework for AV deployment, and in April 2025, the USDOT released the first installment of that framework. Additionally, in October 2025, USDOT issued a waiver that allows AV truck operators to use flashing warning beacons as a replacement for reflective warning triangles, providing a solution to a core regulatory challenge facing AV trucking.

~~that~~Current ~~framework. While this framework represents meaningful progress, current~~ federal regulations largely rely on existing authorities. This includes 2018’s AV 3.0 guidance, which specifically states that “Going forward FMCSA regulations will no longer assume that the commercial motor vehicle driver is always a human or that a human is necessarily present onboard a commercial vehicle during its operation.”261 Further, in July 2021, NHTSA issued Standing General Order 2021-01 (“SGO”), which requires AV companies to report any crash that “results or allegedly results in any property damage, injury, or fatality.” This SGO has been amended twice in the ensuing years, most recently in April 2025. NHTSA both posts this data on a publicly available portal and uses it to identify potential safety defects that may necessitate a recall under the Vehicle Safety Act.

In the United States, manufacturers must self-certify that their vehicles comply with the FMVSSs, promulgated by NHTSA. Companies such as Kodiak self-certify continued compliance with the FMVSSs, while NHTSA retains authority to oversee safety through its defect and recall powers. Further, we and our customers must comply with FMCSRs regarding the safe operation of commercial vehicles.

~~Moreover,~~We inplay ~~July~~a ~~2021,~~central ~~NHTSA~~role ~~issued~~in ~~Standing~~educational ~~General~~and ~~Order~~advocacy ~~2021-01~~efforts ~~(“SGO”),~~related ~~which~~to ~~requires~~ AV ~~companies~~deployment. We belong to ~~report~~numerous ~~any~~industry ~~crash~~associations ~~that~~and ~~“results~~trade orgroups, ~~allegedly~~including ~~results~~the inAutonomous ~~any~~Vehicle ~~property~~Industry ~~damage~~Association, ~~injury,~~the orAmerican ~~fatality.”~~Trucking ~~This~~Association, ~~SGO~~Partners ~~has~~for ~~been~~AV ~~amended~~Education, ~~twice~~the inConsumer Technology Association, the ~~ensuing~~Permian ~~years~~Road Safety Coalition, ~~most~~the ~~recently~~Commercial inVehicle ~~April~~Safety ~~2025~~Alliance and more. ~~NHTSA~~At ~~both~~a ~~posts~~state ~~this~~and ~~data~~local onlevel, we belong to over a ~~publicly~~half ~~available~~dozen ~~portal~~state trucking associations and ~~uses~~engage itclosely with state and local regulators to ~~identify~~educate ~~potential~~them about the opportunity for AV trucking to improve safety ~~defects~~and ~~that~~grow ~~may~~the ~~necessitate~~economy. aWe ~~recall~~co-chair ~~under~~the Freight Subcommittee of the Texas Connected and Autonomous Vehicle ~~Safety~~Task ~~Act~~Force and have twice testified before the Texas House Transportation Committee. We will continue to work closely with federal and state policymakers to strengthen an already robust regulatory picture and deploy our technology.

WeAs ~~play~~the aregulatory ~~central~~environment ~~role~~continues into ~~educational~~advance, ~~and~~our ~~advocacy~~business ~~efforts~~may ~~related~~need to AVevolve ~~deployment~~accordingly. WeFor ~~belong to numerous industry associations and trade groups~~example, ~~including~~additional the Autonomous Vehicle Industry Association, the ATA, Partners for AV Education, the Consumer Technology Association, the Permian Road Safety Coalition, the Commercial Vehicle Safety Alliance and more. At a state ~~and local~~ -level, werequirements ~~belong~~or tonew ~~over~~federal astandards ~~half~~could ~~dozen~~require ~~state~~operational ~~trucking~~or ~~associations~~technical ~~and~~adjustments. ~~has~~We ~~engaged~~proactively ~~closely~~engage with ~~state~~policymakers and ~~local~~ regulators to ~~educate~~help ~~them~~ensure ~~about~~ the ~~opportunity~~regulatory ~~for~~frameworks AVsupport ~~trucking~~safe ~~to improve safety~~ and ~~grow~~scalable ~~the~~autonomous ~~economy~~deployment. We ~~co-chair~~are ~~the~~hopeful ~~Freight~~that, ~~Subcommittee~~in of the ~~Texas~~near ~~Connected~~future, ~~and~~USDOT ~~Autonomous~~will ~~Vehicle~~issue ~~Task~~additional ~~Force~~regulations ~~and~~that ~~have~~will ~~twice~~create ~~testified~~further ~~before~~regulatory certainty for the ~~Texas~~AV ~~House~~industry ~~Transportation~~and ~~Committee~~the U.S. WeCongress will ~~continue~~pass toa ~~work closely with~~ federal ~~and~~legislative ~~state~~framework ~~policymakers~~for ~~to strengthen an already robust regulatory picture and deploy our technology~~AVs.

As the regulatory environment continues to advance, our business may need to evolve accordingly. For example, additional state-level requirements or new federal standards could require operational or technical adjustments. We proactively engage with policymakers and regulators to help ensure the regulatory frameworks support safe and scalable autonomous deployment. We are hopeful that in the near future, USDOT will issue additional regulations that will create further regulatory certainty for the AV industry, and the U.S. Congress will pass a federal legislative framework for AVs.

26 U.S. Department of Transportation, Preparing for the Future of Transportation—Automated Vehicles 3.0, 2018.

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Corporate Social Responsibilities and Sustainability

Driving is dangerous. According to a 2007 FMCSA report, more than 85% of large truck crashes from April 2001 to December 2003 in the United States were caused by human error.27 Further, according to the USDOT, from 2021 to 2023, large truck crashes led to more than 15,000 deaths in the United States.28 We believe these numbers are unacceptable, and that AV technology can play a role in reducing them. The Kodiak Driver is designed to not speed and cannot get distracted or drive drowsy. We believe that the Kodiak Driver will help to create safer roadways.

Safety

We have a deep commitment to making driving safer. Delivering on this commitment is central to how we aim to make a positive contribution to our communities and our country. Safety is the foundation of everything we do at Kodiak. It is a responsibility that we take seriously and has been a key focus of Kodiak since day one. We also firmly believe that safety requires a team approach, and we have worked closely with federal and state regulators, law enforcement and our industry partners to ensure that our vehicles are fundamentally safe. This commitment is also paramount in our ~~public~~defense ~~sector~~ business, where we are helping to remove service members from harm’s way in some of the most dangerous jobs in the U.S. military.

1 U.S. Department of Transportation, Preparing for the Future of Transportation—Automated Vehicles 3.0, 2018.

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Sustainability

We believe that autonomous trucks will help improve fuel efficiency, through less idling, more efficient routing, fewer non-revenue producing miles and more efficient driving. We believe these improvements will facilitate reduced customer emissions, while lowering operating costs for our customers.

~~Strong~~Our ~~Company~~ Culture

Kodiak’s team members are the collective force that drive innovation and organizational excellence. Kodiak has established a clear purpose that employees, partners and customers identify with and are passionate about. This fosters a collaborative environment that we believe delivers personal and professional satisfaction. By focusing on employee engagement, collaboration, accountability and overall fulfillment, Kodiak is able to attract and retain top talent, which we believe creates a high-performance culture. This in turn allows us to leverage the talent and knowledge of our workforce, contributing to our overall momentum and success.

We’re strongly driven by our company values:

• Safety—Safety first and always. Reinforce safe choices as a community. Behave responsibly.

• Integrity—Seek the truth, especially when it’s inconvenient. Speak with passion, but respect diverse points of view to move towards execution.

• Innovation—Focus, efficiency and elegance. Learn from experience. Implement breakthrough solutions to solve meaningful problems.

• Teamwork—Seek out best-in-class collaborators. Embrace the strength of different perspectives-across teammates, customers and the motoring public.

• Trust and Accountability—Deliver smooth experiences wherever possible. Build trust through action. Be consistently and constantly accountable.

Employees

As of ~~June 30~~March 31, ~~2025~~2026, we had ~~271~~385 full-time employees and one part-time employee. None of our employees are represented by a labor union, and we consider our employee relations to be in good standing. To date, we have not experienced any work stoppages.

27 FMCSA Study.

28 USDOT Safety Report.

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Facilities

Our corporate headquarters is in Mountain View, California, where we lease approximately 3445,000 square feet of office and industrial space pursuant to leases that expire ~~between~~in ~~2026~~2027, and ~~2027~~may be extended at our election. Our Mountain View facilities contain R&D, operations and back-office functions. We lease approximately 75,000 square feet of office and industrial space in Lancaster, Texas that expires in 2031. Our Lancaster facility mainly contains operations with some back-office and R&D functions. We have leases with two third-party data centers—one in Santa Clara, California and one in Dallas, Texas. Our industrial operations are in Odessa, Texas where we lease over 18,000 square feet of industrial/warehouse space pursuant to a lease that expires in 2031.

We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Legal Proceedings

We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. We are not currently a party to any litigation or legal proceedings that are likely to have a material adverse effect on our business. Future litigation may be necessary or warranted to defend ourselves or our partners or to establish or assert our rights. The results of any current or future legal proceedings or litigation cannot be predicted with certainty and regardless of the outcome, legal proceedings or litigation can have ~~an adverse impact on us, including because of defense and settlement costs, diversion of management resources and other factors.~~

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an adverse impact on us, including because of defense and settlement costs, diversion of management resources and other factors.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth the names, ages, and positions of our executive officers and directors as of ~~September 24,~~March ~~2025~~31, ~~immediately after giving effect to the consummation of the Business Combination~~2026:

Name

~~Age~~

~~Position~~Age

Position

Don Burnette

~~Chief Executive Officer and Class I Director~~40

Chief Executive Officer and Class I Director

Surajit Datta

~~Chief Financial Officer~~51

Chief Financial Officer

Jordan Coleman

~~Chief Legal and Policy Officer~~43

Chief Legal and Policy Officer

Zsuzsanna Major

~~Chief People Officer~~53

Chief People Officer

Andreas Wendel

~~Chief Technology Officer~~42

Chief Technology Officer

Michael Wiesinger

~~Chief Operating Officer~~39

Chief Operating Officer

Mohamed Elshenawy(2)(3)

~~Class II Director~~51

Class II Director

Kenneth Goldman(1)(3)

~~Class III Director~~76

Class III Director

James Reed

~~Class II Director~~53

Class II Director

Allyson Satin(2)

~~Class III Director~~40

Class III Director

Kristin Sverchek(1)(3)

~~Class I Director~~43

Class I Director

Scott Tobin(1)(2)

~~Class II Director~~55

Class II Director

~~(1) Member of the Audit Committee~~__________________

(21) Member of the ~~Compensation~~Audit Committee

(32) Member of the ~~Nominating~~Compensation ~~and Corporate Governance~~ Committee

(3)Member of the Nominating and Corporate Governance Committee

Don Burnette serves as Kodiak’s Chief Executive Officer and a Class I Director. Mr. Burnette served as Legacy Kodiak’s Chief Executive Officer from when he founded the company in April 2018 through the consummation of the Business Combination. Mr. Burnette is one of the autonomous vehicle industry’s pioneers, with more than a decade of experience working on self-driving software development. Prior to founding Legacy Kodiak, Mr. Burnette served as a Software Technical Lead at Uber Technologies, Inc. from November 2016 to March 2018. Mr. Burnette was the co-founder of Ottomotto LLC, the first self-driving truck startup that was acquired by Uber in August 2016. Prior to that, Mr. Burnette worked at as a software technical lead for Google’s Self-Driving Car Project, Waymo LLC’s predecessor, from May 2010 to February 2016. Mr. Burnette received Bachelor of Science degrees in Physics, Mathematics and Electrical Engineering, and a Master of Science degree in Physics from the University of Florida and a Master of Science degree in Robotics from Carnegie Mellon University.

We believe that Mr. Burnette is qualified to serve on our Board due to his experience as our founder and Chief Executive Officer and his significant experience in the self-driving industry.

Surajit Datta serves as Kodiak’s Chief Financial Officer. Mr. Datta served as Legacy Kodiak’s Chief Financial Officer from August 2025 through the consummation of the Business Combination. Prior to joining Legacy Kodiak, Mr. Datta served as Vice President of Finance at SentinelOne, Inc., a cybersecurity company, from April 2022 to June 2025. Prior to that, from July 2017 to April 2022, Mr. Datta served at Arm Inc., a semiconductor IP company, as Vice President of Finance and Vice President of Corporate Development. Mr. Datta received a B. Tech in Chemical Engineering from the Indian Institute of Technology, Kharagpur, a PGDM in Finance and Marketing from the Indian Institute of Management, Calcutta, and an MBA in Finance and Accounting from the University of Chicago, Booth School of Business.

Jordan Coleman serves as Kodiak’s Chief Legal and Policy Officer. Mr. Coleman served as Legacy Kodiak’s Chief Legal and Policy Officer from March 2023 through the consummation of the Business Combination, prior to which he served as Legacy Kodiak’s General Counsel since December 2018. Before joining Legacy Kodiak, Mr. Coleman practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati and DLA Piper. Mr. Coleman

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~~Rosati~~Table ~~and DLA Piper. Mr. Coleman received a Bachelor~~ of ~~Science degree in International Business from Georgetown University and a Juris Doctorate from the University of California, College of the Law, San Francisco.~~ Contents

received a Bachelor of Science degree in International Business from Georgetown University and a Juris Doctor from the University of California, College of the Law, San Francisco.

Zsuzsanna Major serves as Kodiak’s Chief People Officer. Ms. Major served as Legacy Kodiak’s Chief People Officer from May 2025 through the consummation of the Business Combination, and previously served as Vice President of People from October 2018 to May 2025. Prior to joining Legacy Kodiak, Ms. Major served as Vice President of People Operations at Kitty Hawk, an autonomous aircraft manufacturer (previously Zee.Aero), from March 2010 to March 2018. Prior to that, Ms. Major was Senior HR & Business Operations Manager at OQO Inc., a computer hardware manufacturing company, from May 2006 to June 2009. Ms. Major received a Bachelor of Commerce degree in International Business from Concordia University in Montreal.

Andreas Wendel serves as Kodiak’s Chief Technology Officer. Mr. Wendel served as Legacy Kodiak’s Chief Technology Officer from February 2022 through the consummation of the Business Combination. From May 2018 to February 2022, Mr. Wendel served in various roles, including as Vice President of Engineering, after joining Legacy Kodiak as a founding engineer. Prior to joining Legacy Kodiak, Mr. Wendel led Software Engineering teams for Waymo LLC, an autonomous driving technology company, from January 2017 to May 2018 as its Perception Tech Lead, and from August 2013 to December 2016 for Waymo LLC’s predecessor Google’s Self-Driving Car Project as Software Engineer. Mr. Wendel was a researcher and lecturer at the Institute of Computer Graphics and Vision at Graz University of Technology, where he founded the Aerial Vision Group, a workgroup which researches computer vision for autonomous drones, from October 2009 to August 2013. Mr. Wendel received a Bachelor of Science degree in Information and Computer Engineering (Telematik), a Master of Science degree in Information and Computer Engineering (Telematik), and a Ph.D. in Computer Science from Graz University of Technology.

Michael Wiesinger serves as Kodiak’s Chief Operating Officer. Mr. Wiesinger served as Legacy Kodiak’s Chief Operating Officer from April 2025 through the consummation of the Business Combination. From October 2019 until April 2025 he served in various roles for Legacy Kodiak, including as Vice President of Commercialization. Prior to joining Legacy Kodiak, Mr. Wiesinger served in various positions at Boston Consulting Group between February 2014 and September 2019, most recently as Project Leader. Mr. Wiesinger graduated from Vienna University of Economics and Business with a Master of Science in Management and from Vienna University of Technology with a Bachelor of Science in Industrial Engineering and a Master of Science in Industrial Engineering.

Mohamed Elshenawy serves as a Class II Director of Kodiak. Mr. Elshenawy served as a director of Legacy Kodiak from July 2025 through the consummation of the Business Combination. Mr. Elshenawy has served as the Chief Technology Officer of Hims & Hers Health, Inc., a telehealth company, since May 2025. Prior to that, Mr. Elshenawy served as President and Chief Technology Officer of Cruise LLC, a self-driving car company, from November 2023 to April 2025, as Executive Vice President from February 2022 to December 2023, and as Senior Vice President of Engineering from December 2019 to February 2022. Prior to that, Mr. Elshenawy held leadership roles at Amazon.com, Inc., a multinational technology company. Mr. Elshenawy earned dual Bachelor of Science degree in Computer Engineering and Electrical Engineering from Ain Shams University and an M.B.A. from Texas A&M University—Commerce. Mr. Elshenawy holds more than 10 patents across AI, robotics, and autonomous vehicles.

We believe Mr. Elshenawy is qualified to serve on our Board due to his extensive technical and leadership experience in the self-driving industry.

Kenneth Goldman serves as a Class III Director of Kodiak. Mr. Goldman served as a director of Legacy Kodiak from May 2025 through the consummation of the Business Combination. Mr. Goldman served as the President of Hillspire LLC, a family office management company from September 2017 through April 2022. From October 2012 to June 2017, Mr. Goldman served as the Chief Financial Officer of Yahoo! Inc., a provider of internet content and services. Prior to this, Mr. Goldman was the Senior Vice President and Chief Financial Officer of Fortinet Inc. (NASDAQ: FTNT), a provider of threat management technologies, from September 2007 to October 2012. From January 2015 to December 2017, Mr. Goldman served as a member of the PCAOB, Standing Advisory Group. Mr. Goldman has been serving as a member of the PCAOB, Investor Advisory Group since he joined in

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ofTable ~~internet content and services. Prior to this, Mr. Goldman was the Senior Vice President and Chief Financial Officer~~ of Fortinet Inc. (NASDAQ: FTNT), a provider of threat management technologies, from September 2007 to October 2012. From January 2015 to December 2017, Mr. Goldman served as a member of the PCAOB, Standing Advisory Group. Mr. Goldman has been serving as a member of the PCAOB, Investor Advisory Group since he joined in February 2024. From December 1999 to December 2003, Mr. Goldman served on the Financial Accounting Standards Board’s primary advisory group. Mr. Goldman currently serves on the boards of directors of Fortinet Inc., RingCentral, Inc., a provider of cloud-based communication and collaboration products and services, and C3.ai, Inc., an enterprise artificial intelligence software company. Mr. Goldman previously served on the board of directors of Zuora, Inc., an enterprise software company, NXP Semiconductors N.V., a semiconductor company, and TriNET Group, Inc., a human resources management company. Mr. Goldman also served on the board of directors of the Value Reporting Foundation (“VRF”), which is responsible for the financing, oversight, administration and appointment of the VRF Standard Board, from July 2018 to July 2021. Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Harvard Business School. Contents

February 2024. From December 1999 to December 2003, Mr. Goldman served on the Financial Accounting Standards Board’s primary advisory group. Mr. Goldman currently serves on the boards of directors of Fortinet Inc., RingCentral, Inc., a provider of cloud-based communication and collaboration products and services, C3.ai, Inc., an enterprise artificial intelligence software company, and Wealthfront Corporation, a fintech company. Mr. Goldman previously served on the board of directors of Zuora, Inc., an enterprise software company, NXP Semiconductors N.V., a semiconductor company, and TriNET Group, Inc., a human resources management company. Mr. Goldman also served on the board of directors of the Value Reporting Foundation (“VRF”), which is responsible for the financing, oversight, administration and appointment of the VRF Standard Board, from July 2018 to July 2021. Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Harvard Business School.

We believe Mr. Goldman is qualified to serve on our Board based on his expertise in finance, including accounting and financial reporting, and his career experience managing human resources and legal functions. Mr. Goldman also has over ten years of outside board experience at the aforementioned companies and numerous other public and private companies.

James Reed serves as a Class II Director of Kodiak. Mr. Reed served as a director of Legacy Kodiak from May 2023 through the consummation of the Business Combination. Mr. Reed has served as the Operating Partner and Senior Advisor for Banner Capital Management, LLC, a private equity firm, since May 2025. Prior to that, Mr. Reed served as the Vice President of Transportation of Walmart Inc. from February 2024 to May 2025. Prior to joining Walmart, Mr. Reed served as the Chief Operating Officer at Legacy Kodiak from November 2022 to February 2024 and as President & Chief Executive Officer at USA Truck, Inc., a provider of transportation and logistics services ~~which~~("USA ~~was acquired by DB Schenker in September 2022~~Truck"), from January 2017 to October 2022. From October 2022 to April 2024, Mr. Reed served on the board of directors of Moatable, Inc., an incubator of vertical industry SaaS businesses formerly known as Renren Inc. Mr. Reed currently serves on ~~board~~the boards of directors of USA Truck and Loram Maintenance of Way, Inc., a railroad maintenance company. Mr. Reed earned Bachelors of Arts degree in History and a Master of Business Administration, each from Brigham Young University.

We believe Mr. Reed is qualified to serve on our Board due to his experience and expertise in the transportation, technology and finance industries.

Allyson Satin serves as a Class III Director of Kodiak. Ms. Satin served as the Chief Operating Officer of AACT from its formation through the consummation of the Business Combination. Ms. Satin is a Partner in the Ares Corporate Strategy Group of Ares Management Corporation, where she focuses on the firm’s SPAC business. From 2009 to 2020, Ms. Satin was an investment professional in the Ares Private Equity Group, where she participated in various leveraged buyouts, growth equity and distressed debt transactions. Prior to joining Ares in 2009, Ms. Satin was an investment banking Analyst in the Global Financial Sponsors Group at Barclays Capital (formerly Lehman Brothers). Ms. Satin holds a B.S. from the University of California, Berkeley Haas School of Business in Business Administration.

We believe Ms. Satin is qualified to serve on our Board due to her knowledge of and extensive experience with leveraged finance, acquisitions and private equity investments, in addition to her service as a director of other companies.

Kristin Sverchek serves as a Class I Director of Kodiak. Ms. Sverchek served as a director of Legacy Kodiak from May 2025 through the consummation of the Business Combination. Ms. Sverchek was an Advisor at Lyft, Inc. from August 2024 to November 2024, and President of Lyft from July 2023 to August 2024. Prior to that, Ms. Sverchek served as President of Business Affairs at Lyft from November 2021 to July 2023. Prior to that, Ms. Sverchek served as General Counsel at Lyft from November 2012 to October 2021 and Secretary from October 2015 to October 2021.

~~117~~Ms. Sverchek has also served as Partner at Silicon Legal Strategy, P.C., a premier boutique law firm, from May 2011 to November 2012. Ms. Sverchek earned a Bachelor of Arts degree in Molecular & Cell Biology from University of California, Berkeley and a Juris Doctorate from the University of California, College of the Law, San Francisco.

that, Ms. Sverchek served as President of Business Affairs at Lyft from November 2021 to July 2023. Prior to that, Ms. Sverchek served as General Counsel at Lyft from November 2012 to October 2021 and Secretary from October 2015 to October 2021. Ms. Sverchek has also served as Partner at Silicon Legal Strategy, P.C., a premier boutique law firm, from May 2011 to November 2012. Ms. Sverchek earned a Bachelor of Arts degree in Molecular & Cell Biology from University of California, Berkeley and a Juris Doctorate from the University of California, College of the Law, San Francisco. 93

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We believe Ms. Sverchek is qualified to serve on our Board due to her extensive experience leading and advising high growth technology companies.

Scott Tobin serves as a Class II Director of Kodiak. Mr. Tobin served as a director of Legacy Kodiak from September 2021 through the consummation of the Business Combination. Mr. Tobin is a Senior Partner at Battery Ventures, a venture capital and private equity firm that he joined in 1997. Mr. Tobin serves on the boards of directors of several private companies as well as Champions Oncology, Inc. Mr. Tobin graduated with honors from Brandeis University with a Bachelor of Arts degree.

We believe Mr. Tobin is qualified to serve on our Board due to his extensive corporate finance and venture capital and investment experience.

Family Relationships

Gerhard Eschelbeck, our Chief Security Officer, is the father-in-law of Michael Wiesinger, our Chief Operating Officer. There are no other familial relationships among any of our directors and executive officers.

Board Composition

Kodiak’s business and affairs will be organized under the direction of our Board. Our Board consists of seven members, with James Reed serving as Chair. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to Kodiak’s management. Our Board meets on a regular basis and additionally as required.

In accordance with the terms of our Bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

For so long as our Board is classified and subject to the rights of the holders of our preferred stock, any director may be removed from office only for cause and only by the affirmative vote of the holders of a majority of the total voting power of all then-outstanding shares of Kodiak entitled to vote in the election of directors, voting as a single class.

Director Independence

Our Board has determined that each of the directors on our Board other than Mr. Burnette and Mr. Reed qualifies as an independent director, as defined under the Nasdaq listing rules, and our Board consists of a majority of “independent directors,” as defined under the rules of the SEC and Nasdaq relating to director independence requirements. In addition, Kodiak is subject to the rules of the SEC and Nasdaq relating to the membership, qualifications and operations of the Compensation Committee and the Audit Committee, as discussed below.

Role of the Board in Risk Oversight/Risk Committee

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

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our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

Our Audit Committee also monitors compliance with legal and regulatory requirements. Our Compensation Committee also assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

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Board Committees

Our Board has three standing committees—an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”). Copies of the charters for each committee are available on our investor relations website.

Audit Committee

Our Audit Committee consists of Kenneth Goldman, Kristin Sverchek and Scott Tobin. Our Board has determined that each of the members of the Audit Committee satisfies the independence requirements of Nasdaq and Rule 10A-3 under the Exchange Act and is able to read and understand fundamental financial statements in accordance with Nasdaq’s requirements and Audit Committee requirements. In arriving at this determination, our Board examined each of the Audit Committee members’ scope of experience and the nature of their prior and/or current employment.

Kenneth Goldman serves as the chair of our Audit Committee. Our Board has determined that Kenneth Goldman qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq rules. In making this determination, our Board considered his formal education and previous experience in financial roles. Kodiak’s independent registered public accounting firm and management will periodically meet privately with the Audit Committee.

The functions of this committee include, among other things:

• evaluating the performance, independence and qualifications of Kodiak’s independent auditors and determining whether to retain Kodiak’s existing independent auditors or engage new independent auditors;

• providing oversight of the internal audit function, ensuring its independence, objectivity, and effectiveness in promoting a strong internal controls environment;

• reviewing Kodiak’s financial reporting processes and disclosure controls;

• reviewing and approving the engagement of Kodiak’s independent auditors to perform audit services and any permissible non-audit services;

• reviewing Kodiak’s cash management, investing activities and tax planning and compliance and approving related policies;

• reviewing the adequacy and effectiveness of Kodiak’s internal controls policies and procedures, including the responsibilities, budget, staffing and effectiveness of Kodiak’s internal audit function, if applicable;

• reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by Kodiak;

~~119~~•obtaining and reviewing at least annually a report by Kodiak’s independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review;

•monitoring ~~obtaining~~the ~~and~~rotation ~~reviewing~~of atpartners ~~least~~of ~~annually a report by~~ Kodiak’s independent auditors ~~describing~~on ~~the independent auditors~~Kodiak’s ~~internal~~engagement ~~quality~~team ~~control~~as ~~procedures~~required ~~and any material issues raised~~ by ~~the most recent internal quality-control review~~law;

•prior ~~monitoring~~to ~~the~~engagement ~~rotation~~ of ~~partners~~any ofindependent ~~Kodiak’s~~auditor, ~~independent~~and ~~auditors~~at least annually thereafter, reviewing relationships that may reasonably be thought to bear on ~~Kodiak’s~~their ~~engagement~~independence, ~~team~~and asassessing ~~required~~and byotherwise ~~law~~taking the appropriate action to oversee the independence of Kodiak’s independent auditor;

•reviewing ~~prior~~Kodiak’s toannual ~~engagement~~and ofquarterly ~~any~~financial ~~independent~~statements ~~auditor,~~ and ~~at least annually thereafter~~reports, ~~reviewing~~including ~~relationships~~the ~~that~~disclosures ~~may~~contained ~~reasonably~~in be“Management’s ~~thought~~Discussion toand ~~bear~~Analysis onof ~~their~~Financial ~~independence,~~Condition and ~~assessing~~Results ~~and~~of ~~otherwise~~Operations,” ~~taking~~and discussing the ~~appropriate~~statements ~~action~~and toreports ~~oversee~~with ~~the independence of~~ Kodiak’s independent ~~auditor~~auditors and management;

• reviewing Kodiak’s annual and quarterly financial statements and reports, including the disclosures contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with Kodiak’s independent auditors and management;95

•Table reviewing with Kodiak’s independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of ~~Kodiak’s financial controls and critical accounting policies;~~Contents

• reviewing with Kodiak’s independent auditors and management ~~any~~significant ~~earnings~~issues ~~announcements~~that arise regarding accounting principles and ~~other~~financial ~~public~~statement ~~announcements~~presentation ~~regarding~~and ~~material~~matters ~~developments~~concerning the scope, adequacy, and effectiveness of Kodiak’s financial controls and critical accounting policies;

•reviewing ~~establishing~~with ~~procedures~~management ~~for~~any ~~the~~earnings ~~receipt,~~announcements ~~retention~~ and ~~treatment~~other ofpublic ~~complaints~~announcements ~~received by Kodiak~~ regarding ~~financial~~material ~~controls, accounting, auditing or other matters~~developments;

•establishing ~~preparing~~procedures for the ~~report~~receipt, ~~that~~retention ~~the~~and ~~SEC~~treatment ~~requires~~of incomplaints received by Kodiak’s ~~annual~~regarding ~~proxy~~financial ~~statement~~controls, accounting, auditing or other matters;

•preparing ~~reviewing~~the ~~and~~report ~~providing~~that ~~oversight~~the ofSEC ~~any~~requires ~~related person transactions~~ in ~~accordance with~~ Kodiak’s ~~related~~annual ~~person~~proxy ~~transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including Kodiak’s Code of Conduct (as defined below)~~statement;

•reviewing ~~consider~~and ~~questions~~providing oversight of ~~actual~~any orrelated ~~possible~~person ~~conflicts~~transactions ofin ~~interests~~accordance ofwith Kodiak’s ~~Board~~related ~~members~~person transaction policy and ofreviewing ~~its~~and ~~corporate~~monitoring ~~officers~~compliance with legal and ~~approve~~regulatory orresponsibilities, ~~prohibit~~including ~~applicable~~Kodiak’s ~~transactions~~Code orof ~~matters~~Conduct (as defined below);

•consider ~~reviewing~~questions ~~Kodiak’s~~of ~~major~~actual ~~financial~~or ~~risk~~possible ~~exposures,~~conflicts ~~including~~of ~~the~~interests ~~guidelines~~of ~~and~~Kodiak’s ~~policies~~Board tomembers ~~govern~~and ~~the~~of ~~process~~its bycorporate ~~which~~officers ~~risk~~and ~~assessment~~approve ~~and~~or ~~risk~~prohibit ~~management~~applicable istransactions ~~implemented;~~or ~~and~~matters;

• reviewing ~~and~~Kodiak’s ~~evaluating~~major onfinancial anrisk ~~annual~~exposures, ~~basis~~including the ~~performance~~guidelines ofand policies to govern the ~~Audit~~process ~~Committee~~by which risk assessment and ~~the~~risk ~~Audit~~management ~~Committee~~is ~~charter.~~implemented; and

•reviewing and evaluating on an annual basis the performance of the Audit Committee and the Audit Committee charter.

The composition and function of the Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations.

Compensation Committee

Our Compensation Committee consists of Mohamed Elshenawy, Allyson Satin and Scott Tobin. Scott Tobin serves as the chair of the Compensation Committee. Our Board has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfies the independence requirements of Nasdaq. The functions of the committee include, among other things:

• reviewing and approving the corporate objectives that pertain to the determination of executive compensation;

• reviewing and approving or recommending for our Board approval the compensation and other terms of employment and any other material arrangements for Kodiak’s executive officers;

~~120~~•review, approve and administer, including adoption or amendment, of employee benefit and equity incentive plans and approving amendments to such plans;

•reviewing and making recommendations to our Board regarding the ~~administration,~~type ~~including~~and ~~adoption~~amount ~~or amendment,~~ of ~~employee~~compensation ~~benefit and equity incentive plans and approving amendments~~ to ~~such~~be ~~plans~~paid tofor ~~the~~service ~~extent~~on ~~authorized by~~ our Board and its committees;

• reviewing and ~~making~~assessing ~~recommendations~~the toindependence ~~our~~of ~~Board~~compensation ~~regarding~~consultants, ~~the~~legal ~~type~~counsel and ~~amount~~other ofadvisors ~~compensation~~as torequired beby ~~paid~~Section ~~for~~10C ~~service~~of onthe ~~our~~Exchange ~~Board and its committees~~Act;

• reviewing and ~~assessing~~approving ~~the~~or ~~independence~~recommending ofto ~~compensation~~the ~~consultants,~~Board ~~legal~~for ~~counsel~~approval, ~~and~~the ~~other~~administration, ~~advisors~~including asthe ~~required~~adoption byor ~~Section~~amendment, ~~10C~~ of ~~the~~any ~~Exchange~~clawback ~~Act~~policy;

• reviewing with management Kodiak’s disclosures under the caption “Compensation Discussion and ~~approving~~Analysis” in Kodiak’s periodic reports or ~~recommending~~proxy statements to ~~the~~be ~~Board~~filed ~~for~~with ~~approval,~~ the ~~administration~~SEC, ~~including~~to the ~~adoption~~extent orsuch ~~amendment,~~caption ofis included in any ~~clawback~~such ~~policy~~report or proxy statement;

• reviewing with management Kodiak’s disclosures under the caption “Compensation Discussion and Analysis” in Kodiak’s periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;96

•Table ~~preparing~~of ~~an annual report on executive compensation that the SEC requires in Kodiak’s annual proxy statement;~~Contents

•preparing ~~advising~~an ~~the~~annual ~~Board~~report on ~~management proposals to stockholders on~~ executive compensation ~~matters,~~that ~~including advisory votes on executive compensation and~~ the ~~frequency~~SEC ofrequires ~~such~~in ~~votes,~~our ~~and~~annual ~~proposals~~proxy ~~received from stockholders on executive compensation matters~~statement;

•advising ~~reviewing~~the ~~risk~~Board on management ~~and~~proposals to stockholders on executive compensation ~~policies~~matters, ~~and~~including ~~practices~~advisory tovotes ~~determine~~on ~~whether~~executive compensation and the ~~policies~~frequency of such votes, and ~~practices~~proposals ~~encourage~~received ~~excessive~~from ~~risk-taking;~~stockholders ~~and~~on executive compensation matters;

• reviewing ~~and~~risk ~~evaluating~~management onand ancompensation ~~annual~~policies ~~basis~~and ~~the~~practices ~~performance~~to ofdetermine whether the ~~Compensation~~policies ~~Committee~~ and ~~the~~practices ~~Compensation~~encourage ~~Committee~~excessive ~~charter.~~risk-taking; and

•reviewing and evaluating on an annual basis the performance of the Compensation Committee and the Compensation Committee charter.

The composition and function of the Compensation Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mohamed Elshenawy, Kenneth Goldman and Kristin Sverchek. Our Board has determined that each of the members of the Nominating and Corporate Governance Committee satisfies the independence requirements of Nasdaq.

Kristin Sverchek serves as the chair of our Nominating and Corporate Governance Committee. The functions of this committee include, among other things:

• identifying, reviewing and making recommendations of candidates to serve on our Board;

• evaluating the performance of our Board, committees of our Board and individual directors and recommending to our Board whether continued service on our Board is appropriate;

• evaluating nominations by stockholders of candidates for election to our Board;

• evaluating the current size, composition and organization of our Board and its committees and making recommendations to our Board for approvals;

• developing a set of corporate governance policies and guidelines and recommending to our Board any changes to such policies and guidelines;

• reviewing issues and developments related to corporate governance and identifying and bringing to the attention of our Board current and emerging corporate governance trends;

• reviewing periodically the succession planning process for ~~Kodiak’s~~our executive management team and assisting our Board in evaluating potential successors;

~~121~~•reviewing and discussing with management disclosure of our corporate governance practices and recommending any proposed disclosure to be included in our proxy statement or annual report to our Board; and

• reviewing ~~and~~periodically ~~discussing~~the ~~with~~Nominating ~~management~~and ~~disclosure~~Corporate ofGovernance ~~Kodiak’s~~Committee ~~corporate~~charter, ~~governance~~structure ~~practices~~and membership requirements and recommending any proposed ~~disclosure~~changes to beour ~~included~~Board, inincluding ~~Kodiak’s~~undertaking ~~proxy~~an ~~statement or~~ annual ~~report~~review toof ~~our~~its ~~Board;~~own ~~and~~performance.

• reviewing periodically the Nominating and Corporate Governance Committee charter, structure and membership requirements and recommending any proposed changes to our Board, including undertaking an annual review of its own performance.

The composition and function of the Nominating and Corporate Governance Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations.

Considerations in Evaluating Director Nominees

The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, including the members of the Board eligible for re-

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election, the Nominating and Corporate Governance Committee considers the current size and composition of the Board and the needs of the Board and the respective committees of the Board. Some of the qualifications that the Nominating and Corporate Governance Committee considers include, without limitation, issues of character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the Board and skills that are complementary to the Board, an understanding of the Company’s business, an understanding of the responsibilities that are required of a member of the Board, other time commitments, diversity with respect to professional background, education, race and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board. The Nominating and Corporate Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Nominating and Corporate Governance Committee, the Board or management. After completing its review and evaluation of director candidates, the Nominating and Corporate Governance Committee recommends to the full Board the director nominees for selection.

Stockholder Recommendations for Nominations to the Board of Directors

The Nominating and Corporate Governance Committee considers recommendations and nominations for candidates to the Board from stockholders in the same manner as candidates recommended to the Nominating and Corporate Governance Committee from other sources, so long as such recommendations and nominations comply with the Certificate of Incorporation and Bylaws, all applicable Company policies and all applicable laws, rules and regulations. Stockholders holding at least three (3) percent of the fully diluted capitalization of the Company continuously for at least three (3) years prior to the date of the submission may recommend director nominees for consideration by the Nominating and Corporate Governance Committee by writing to the Secretary of the Company. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending stockholder’s ownership of Company stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate. The Nominating and Corporate Governance Committee will evaluate such recommendations in accordance with its charter, our Bylaws, our policies and procedures for director candidates, as well as the regular nominee criteria described above.

Under our Bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our Bylaws and the rules and regulations of the SEC and should be sent in writing to our Corporate Secretary.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee has ever been an executive officer or employee of Kodiak. Allyson Satin served as AACT’s Chief Operating Officer prior to the Business Combination and currently serves as a member of our board of directors and Compensation Committee. An entity affiliated with Ms. Satin also funded $0.4 million of Second Lien Loans in Legacy Kodiak prior to the Business Combination. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that serve as a member of our Board or Compensation Committee.

Limitation on Liability and Indemnification of Directors and Officers

The Delaware General Corporation Law (“DGCL”) authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of directors’ and officers’ fiduciary duties, subject to certain exceptions. Our Certificate of Incorporation includes a provision that eliminates the personal liability of directors and officers for monetary damages for any breach of fiduciary duty as a director or officer to the fullest extent permitted by the DGCL, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The DGCL prohibits our Certificate of Incorporation from limiting the liability of directors or officers for the following:

~~• any breach of the director’s or officer’s duty of loyalty to Kodiak or Kodiak’s stockholders;~~98

•Table ~~acts or omissions~~ of ~~a director or officer not in good faith or that involve intentional misconduct or a knowing violation of law;~~Contents

•exemption ~~with~~from ~~respect~~liability toor alimitation ~~director,~~thereof ~~unlawful~~is ~~payment~~not permitted under the DGCL. The DGCL prohibits our Certificate of ~~dividends~~Incorporation orfrom ~~unlawful~~limiting ~~stock~~the ~~repurchases~~liability of directors or ~~redemptions;~~officers for the following:

• any ~~transaction~~breach ~~from~~of ~~which~~ the director’s or officer’s ~~derived~~duty anof ~~improper~~loyalty ~~personal~~to ~~benefit;~~Kodiak ~~and~~or Kodiak’s stockholders;

•acts ~~with~~or ~~respect~~omissions toof ana director or officer, ~~any~~not ~~action~~in bygood faith or inthat ~~the~~involve ~~right~~intentional misconduct or a knowing violation of ~~Kodiak.~~law;

•with respect to a director, unlawful payment of dividends or unlawful stock repurchases or redemptions;

•any transaction from which the director or officer derived an improper personal benefit; and

•with respect to an officer, any action by or in the right of Kodiak.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of a director or officer, then the liability of a director or officer of Kodiak will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Our Certificate of Incorporation does not eliminate a director’s or officer’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s or officer’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws.

Our Bylaws provide that we shall indemnify and advance expenses to directors and officers to the fullest extent authorized by the DGCL. Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service to the fullest extent permitted by law. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding to the fullest extent permitted by law. Our Bylaws also empower us to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

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permitted by law. These indemnification agreements will also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding to the fullest extent permitted by law. Our Bylaws will also empower us to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

The limitation of liability, indemnification and advancement provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors and officers for breach of their fiduciary duties. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, liability insurance and any indemnification agreements that may be entered into are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Code of Business Conduct and Ethics for Employees, Executive Officers, and Directors

Our Board has adopted a code of business conduct and ethics (the “Code of Conduct”), applicable to all of our employees, executive officers and directors. The Code of Conduct is available on our investor relations website, www.kodiak.ai/investors. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. Our Board, or a duly appointed committee thereof, is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

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Insider Trading Policies and Procedures

We maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities that are applicable to all of our directors, officers, employees, consultants, contractors and advisors. Our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. In addition, with regard to Kodiak’s trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.

Non-Employee Director Compensation

Our Board reviews director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors. We have adopted a non-employee director compensation program that is designed to align compensation with our business objectives and the creation of stockholder value, while enabling us to attract, retain, incentivize and reward directors who contribute to Kodiak’s long-term success.

~~123~~Prior to the consummation of the Business Combination, Legacy Kodiak had no formal agreement or program under which non-employee directors received compensation for their service on the Legacy Kodiak board of directors (the “Legacy Kodiak Board”) or its committees, but Legacy Kodiak granted option awards to each of Messrs. Elshenawy and Goldman and Ms. Sverchek in connection with his or her initial appointment to the Legacy Kodiak Board in 2025, which options were assumed by us in connection with the Business Combination. Legacy Kodiak also reimbursed non-employee directors for reasonable and necessary out-of-pocket expenses incurred in connection with attending board and committee meetings or performing other services in their capacities as non-employee directors. In connection with the consummation of the Business Combination, the Board adopted a new compensation policy for our non-employee directors, which governs their cash and equity compensation following the consummation of the Business Combination (the “Director Compensation Policy”). Under our Director Compensation Policy, each eligible non-employee director will receive cash and equity compensation for board services unless otherwise waived. We also will continue to reimburse our eligible non-employee directors for reasonable, customary, and documented travel expenses to board and committee meetings.

Mr. Burnette does not receive additional compensation for his service as a director.

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EXECUTIVE COMPENSATION

This section provides an overview of our executive compensation programs for the executive officers who are named in the “Named Executive Officers Summary Compensation Table” below, including a narrative description of the material factors necessary to understand the information disclosed therein. We are considered an emerging growth company for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, our reporting obligations extend only to the individuals serving as our Chief Executive Officer and our two other most highly compensated executive officers.

~~Our~~Following ~~board~~the consummation of ~~directors~~the Business Combination, ~~with~~we ~~input~~developed ~~from~~and ~~our~~adopted ~~Chief~~an ~~Executive~~executive ~~Officer,~~compensation ~~has~~program ~~historically~~that ~~determined~~is ~~the~~designed to align compensation ~~for~~with our ~~named~~business ~~executive~~objectives ~~officers.~~and ~~For~~ the ~~fiscal~~creation ~~year~~of ~~ended~~stockholder ~~December 31~~value, ~~2024~~while enabling us to attract, retain, incentivize and reward individuals who contribute to our ~~named~~long-term success. Decisions on the executive ~~officers~~compensation ~~were:~~program made by the Compensation Committee.

•For ~~Don~~the ~~Burnette—Chief~~fiscal ~~Executive~~years ~~Officer~~ended December 31, 2025, our named executive officers were:

•Don ~~Andreas Wendel~~Burnette—Chief ~~Technology~~Executive Officer

•Surajit ~~Michael Wiesinger~~Datta—Chief ~~Operating~~Financial Officer

•Michael Wiesinger—Chief Operating Officer

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Named Executive Officers Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the fiscal year ended December 31, 2025 and 2024, except in the case of Mr. Datta who was not a named executive officer for the fiscal year ended December 31, 2024.

Name and Principal Position	~~Year~~		~~Salary($)~~Year		~~OptionAwards($)(1)~~		Salary ($)	~~Non-EquityIncentive PlanCompensation($)(2)~~		~~Total~~Option Awards ($)		Non-Equity Incentive Plan Compensation ($)	Total ($)
Don Burnette Chief Executive Officer		2024		325,000		—			65,000		390,000
Don Burnette			2025				375,000			7,029,580		300,000	7,704,580
Andreas Wendel Chief Technology Officer		2024		350,000		309,960			140,000		799,960
Chief Executive Officer			2024				325,000			—		65,000	390,000
Michael Wiesinger Chief Operating Officer		2024		294,365		486,797			73,530		854,692
Surajit Datta(3)			2025				141,667			13,421,254		92,083	13,655,004
Chief Financial Officer			2024				—			—		—	—
Michael Wiesinger			2025				354,500			2,962,749		230,425	3,547,674
Chief Operating Officer			2024				294,365			486,797		73,530	854,692

(1) Amounts reported represent the aggregate grant date fair value of stock options granted to each named executive officer in fiscal 2024 computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), excluding the effect of any estimated forfeitures. Assumptions used in the calculation of this amount are included in Note 13 to our audited consolidated financial statements included in this prospectus.__________________

(21)All ~~Represents~~option ~~cash~~awards ~~bonuses~~were ~~earned~~originally granted under the Legacy Kodiak 2018 Plan and have since been assumed by us in the Business Combination. Amounts reported represent the aggregate grant date fair value of stock options granted to each named executive ~~officers~~officer ~~pursuant~~computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), excluding the effect of any estimated forfeitures. Assumptions used in the calculation of this amount are included in Note 13 to our ~~Incentive~~audited ~~Bonus~~consolidated ~~Plan~~financial ~~for~~statements ~~2024~~included ~~performance~~in this prospectus.

(2)Represents cash bonuses earned by the named executive officers pursuant to the Legacy Kodiak Incentive Bonus Plan.

(3)Mr. Datta commenced employment with Legacy Kodiak in August 2025.

Narrative Disclosure to Named Executive Officers Summary Compensation Table

For ~~2024~~the fiscal year ended December 31, 2025, the compensation program for our named executive officers consisted of base salary and incentive compensation in the form of bonuses and stock option awards.

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Employment Arrangements with Named Executive Officers

Legacy Kodiak entered into written continuing employment letters or offer letters setting forth the terms and conditions of employment for each of our named executive officers, as described below. Additionally, each of our named executive officers is also entitled to certain change in control and/or severance benefits upon the occurrence of certain events, the terms of which are described in more detail below under the section titled “Potential Payments upon Termination or Change in Control.”

Don Burnette

Legacy Kodiak entered into a continuing employment letter with Mr. Burnette, our Chief Executive Officer. The confirmatory employment letter has no specific term, provides for at-will employment and provides for eligibility to participate in Company-sponsored benefits programs. In addition, Legacy Kodiak entered into an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement with Mr. Burnette, which remains in effect. For 2025, Mr. Burnette’s annual base salary was initially $325,000 and was increased to $425,000 effective as of July 1, 2025, and his annual target bonus was 80% of base salary.

Surajit Datta

Legacy Kodiak entered into an offer letter with Mr. Datta, our Chief Financial Officer. The offer letter has no specific term, provides for at-will employment and provides for eligibility to participate in Company-sponsored benefits programs. In addition, Legacy Kodiak entered into an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement with Mr. Datta, which remains in effect. For 2025, Mr. Datta’s annual base salary was $400,000 and his annual target bonus was 65% of base salary.

Michael Wiesinger

Legacy Kodiak entered into a continuing employment letter with Mr. Wiesinger, our Chief Operating Officer. The confirmatory employment letter has no specific term, provides for at-will employment and provides for eligibility to participate in Company-sponsored benefits programs. In addition, Legacy Kodiak entered into an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement with Mr. Wiesinger, which remains in effect. For 2025, Mr. Wiesinger’s annual base salary was initially $309,000 and was increased to $400,000 effective as of July 1, 2025, and his annual target bonus was 65% of base salary.

Base Salary

Base salaries are set at a level that is commensurate with the executive’s duties and authorities, contributions, prior experience and sustained performance. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

~~124~~Non-Equity Incentive Compensation

~~Cash~~Incentive Bonus Plan

~~Our~~For 2025, each of our named executive officers ~~are~~were ~~each~~ eligible ~~for~~to earn an annual bonus under our Incentive Bonus Plan ~~(the~~based ~~“Bonus~~upon ~~Plan”).~~an ~~Pursuant~~assessment toof ~~the~~achievement ~~terms~~ of ~~the~~corporate ~~Bonus Plan~~goals, ~~bonuses~~which ~~for~~included ~~our~~the ~~named~~delivery ~~executive~~of ~~officers are targeted at~~ a ~~specified~~certain ~~percentage~~number of ~~their~~autonomous ~~salary~~semi-trucks ~~for~~in ~~the year~~2025. ~~For~~In ~~the~~early ~~year ended December 31~~2026, ~~2024,~~we ~~the~~determined ~~annual bonus target for Don Burnette and Michael Wiesinger was 20% of base salary and the annual bonus target for Andreas Wendel was 40% of base salary. Based on~~ achievement, ~~Mr. Wiesinger’s earned annual bonus~~ for ~~2024~~each ~~was 25%~~ of ~~base~~our ~~salary, and the other~~ named executive officers ~~earned~~and ~~annual~~each ~~bonuses~~received ~~for~~a ~~2024 equal to the target~~ bonus ~~amount.~~payout ~~Annual bonuses under the Bonus Plan are paid solely~~ at ~~the~~100% ~~discretion~~ of ~~our board of directors, based on our performance and performance of the named executive officer in 2024~~target.

~~Stock~~Executive ~~Option~~Incentive ~~Awards~~Compensation Plan

WeIn ~~have~~connection ~~historically~~with ~~granted~~the ~~stock~~consummation ~~options~~of ~~under~~the ~~our~~Business ~~2018~~Combination, ~~Plan~~the toBoard ~~our~~considered ~~employees, consultants,~~ and ~~directors,~~approved ~~including~~an ~~certain~~Executive ofIncentive ~~our~~Compensation ~~named~~Plan ~~executive~~(the ~~officers.~~“Incentive InCompensation ~~order~~Plan”) to provide aperiodic ~~long-term~~ incentive, ~~these~~bonus ~~stock~~opportunities ~~options generally vest over four years subject~~ to ~~continued~~Kodiak ~~service~~employees. WeThe ~~did~~Compensation ~~not~~Committee ~~grant~~administers ~~any equity awards to Mr. Burnette in 2024. Vesting terms of stock options granted to our named executive officers that were outstanding as of December 31, 2024 are set forth in~~ the ~~“Outstanding~~Incentive ~~Equity~~Compensation ~~Awards at Fiscal 2024 Year End” table below~~Plan.

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Under the Incentive Compensation Plan, the administrator determines the performance goals applicable to any award, which goals may include, without limitation, goals related to: research and development milestones; regulatory milestones or regulatory-related goals; gross margin; financial milestones; new product or business development; operating margin; product release timelines or other product release milestones; publications; cash flow; procurement; savings; internal structure; leadership development; project function or portfolio-specific milestones; license or research collaboration agreements; capital raising; initial public offering preparations; patentability; and individual objectives such as peer reviews or other subjective or objective criteria. The performance goals may differ from participant to participant and from award to award.

The administrator of the Incentive Compensation Plan may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in the discretion of the administrator. The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.

Actual awards will be paid in cash (or its equivalent) in a single lump sum only after they are earned, which usually requires continued employment through the date the actual award is paid. The administrator reserves the right to settle an actual award with a grant of an equity award under Kodiak’s then-current equity compensation plan, which equity award may have such terms and conditions, as the administrator determines. Payment of awards occurs as soon as administratively practicable after they are earned, but no later than the dates set forth in the Incentive Compensation Plan. The administrator has the authority to amend, alter, suspend or terminate the Incentive Compensation Plan, provided such action does not materially alter or materially impair the existing rights of any participant with respect to any earned awards.

Equity Awards

Legacy Kodiak historically granted stock options under the 2018 Plan to its employees, consultants, and directors, including certain of our named executive officers, which options were assumed by us in connection with the Business Combination. In order to provide a long-term incentive, these stock options generally vest over four years subject to continued service. The vesting terms of stock options granted to our named executive officers that were outstanding as of December 31, 2025 are set forth in the “Outstanding Equity Awards at Fiscal 2025 Year End” table below.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of December 31, 2025. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights(2)	Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(3)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) (4)
Equity compensation plans approved by security holders(1)	74,672,900	$	1.89	12,113,470

__________________

(1)Includes the 2018 Plan, the 2025 Plan, and the ESPP. The 2018 Plan expired as to future grants in September 2025.

(2)Includes stock options and restricted stock units and performance stock units.

(3)Weighted-average exercise prices are calculated without regard to restricted stock units, which do not have any exercise price.

(4)Includes: 6,474,470 shares from the 2025 Plan and 5,639,000 shares from the ESPP. The 2025 Plan provides that on the first day of each year beginning on January 1, 2026, the number of shares of common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 56,390,000 shares of common stock , (ii) 5% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as the plan administrator may determine. The ESPP

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provides that on the first day of each year beginning January 1, 2026, the number of shares of common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 11,280,000 shares, (ii) 1% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as the plan administrator may determine. On January 1, 2026, the number of shares of common stock available for issuance under the 2025 Plan and the ESPP increased by 9,084,526 shares and 1,816,905 shares, respectively, pursuant to these provisions. These changes are not reflected in the table above.

Outstanding Equity Awards at Fiscal 2025 Year End

The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:


	Option Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date
Don Burnette(3)	06/27/2025	127,134	889,950	6.84	06/26/2035
Surajit Datta(4)	08/27/2025	—	2,035,914	8.88	08/26/2035
Michael Wiesinger(5)	11/01/2022	409,354	—	0.68	12/22/2031
Michael Wiesinger(6)	11/01/2022	77,257	11,050	0.68	06/01/2032
Michael Wiesinger(7)	12/18/2022	274,869	91,628	0.68	12/17/2032

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