Kodiak AI, Inc. 424B3 - 333-290832 August

424B3 1 kodiakaiinc424b3-333x29083.htm 424B3 Kodiak AI, Inc. 424B3 - 333-290832 August


PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated March 16, 2026)						Filed Pursuant to Rule 424(b)(3) Registration No. 333-290832

Kodiak AI, Inc.

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March 16, 2026 (as supplemented from time to time, the “Prospectus”) filed by Kodiak AI, Inc. (the “Company”) with the information contained in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2026 (the “Form 10-Q”). Accordingly, we have attached the Form 10-Q to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our common stock and public warrants are listed on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “KDK” and “KDKRW,” respectively. On August 6, 2026, the last reported sales prices for our common stock and public warrants on the Nasdaq were $4.36 and $0.77, respectively.

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 “Risk Factors” beginning on page 12 of the Prospectus.

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 supplement is August 7, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 10-Q

_____________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-41691

_____________________________________

Kodiak AI, Inc.

(Exact name of registrant as specified in its charter)

_____________________________________


Delaware			98-1592112
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1049 Terra Bella Avenue Mountain View, CA 94043			94043-7373
(Address of Principal Executive Offices)			(Zip Code)

(650) 209-8005

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	KDK	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $9.28	KDKRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of July 31, 2026, the number of shares of the registrant’s common stock outstanding was 200,618,170.

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		Page
	P ART I - Financial Information
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive (Loss ) Income	2
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
	PART II - Other Information
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76
Item 3.	Defaults Upon Senior Securities	76
Item 4.	Mine Safety Disclosures	76
Item 5.	Other Information	77
Item 6.	Exhibits	78
	Signatures	79

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

• the evolution of our business model over time;

• developments relating to our competitors and industry;

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

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

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

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

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

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

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

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

• the potential liquidity and trading of our public securities;

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

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

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

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

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

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

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

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

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

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

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

• the effects of competition on our business;

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

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

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

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

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

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

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

• our ability to raise capital in the future and our ability to manage our growth, cash and expenses;

• our ability to maintain the listing of our securities on the Nasdaq Stock Market LLC (“Nasdaq”);

• any legal proceedings instituted against us; and

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

If any of the risks or uncertainties described in this Quarterly Report 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.

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Part I - Financial Information

Item 1. Financial Statements

Kodiak AI, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except par values; unaudited)


	June 30, 2026		December 31, 2025

Assets
Current assets:
Cash and cash equivalents	$	46,750	$	50,761
Marketable securities	104,306		69,908
Accounts receivable	512		879
Prepaid expenses and other current assets	4,967		4,464
Total current assets	156,535		126,012
Restricted cash	984		1,450
Property and equipment, net	31,301		26,553
Operating lease right-of-use assets	5,447		5,261
Other assets	117		131
Total assets	$	194,384	$	159,407
Liabilities, redeemable convertible preferred stock and stockholders’ deficit
Current liabilities:
Accounts payable	$	1,011	$	1,455
Accrued expenses and other current liabilities	12,432		11,354
Operating lease liabilities, current	2,153		1,916
Debt, current portion	656		1,065
Second lien loans	12,025		10,872
Total current liabilities	28,277		26,662
Debt, net of current portion	29,460		29,878

Operating lease liabilities, noncurrent	3,509		3,584
Common stock warrants	97,734		158,346

Other liabilities	1,137		804
Total liabilities	160,117		219,274
Commitments and contingencies (Note 9)
Redeemable convertible preferred stock
Series A cumulative redeemable convertible preferred stock, $0.0001 par value; 20,000 shares authorized; 142 shares issued and outstanding	223,185		223,185

Stockholders’ deficit
Common stock, $0.0001 par value; 1,980,000 shares authorized; 194,1731 and 175,4401 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	19		17
Additional paid-in capital	625,883		570,578
Accumulated other comprehensive (loss) income	(118)		22
Accumulated deficit	(814,702)		(853,669)
Total stockholders’ deficit	(188,918)		(283,052)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	194,384	$	159,407
________________________
1 Excludes 6,250,000 shares legally issued and outstanding related to sponsor earn out securities (see Note 3).

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

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Kodiak AI, Inc.

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(In thousands, except per share amounts; unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenues	$	3,499	$	503	$	5,329	$	1,974
Operating expenses:
Research and development	22,702		12,218		40,252		22,352
General and administrative	12,439		7,161		24,859		12,286
Truck and freight operations	10,649		5,470		18,954		9,475
Sales and marketing	1,386		1,001		2,792		1,807
Total operating expenses	47,176		25,850		86,857		45,920
Loss from operations	(43,677)		(25,347)		(81,528)		(43,946)
Other income (expenses):
Interest expense	(909)		(1,160)		(1,805)		(2,424)
Interest income and other, net	(524)		294		525		463

Change in fair value of common stock warrants	58,280		—		122,938		—
Change in fair value of second lien loans	(679)		(2,154)		(1,153)		(2,154)
Change in fair value of simple agreements for future equity	—		(84,173)		—		(192,548)
Change in fair value of redeemable convertible preferred stock warrant liabilities	—		(1,183)		—		(1,298)
Total other income (expenses), net	56,168		(88,376)		120,505		(197,961)
Net (loss) income before income taxes	12,491		(113,723)		38,977		(241,907)
Income tax expense	(14)		(3)		(10)		(4)
Net (loss) income	$	12,477	$	(113,726)	$	38,967	$	(241,911)
Unrealized losses on marketable securities, net of tax	(116)		—		(140)		—
Comprehensive (loss) income	$	12,361	$	(113,726)	$	38,827	$	(241,911)

Net (loss) income	$	12,477	$	(113,726)	$	38,967	$	(241,911)
Adjustments to net (loss) income attributable to common stockholders (see Note 16)	(50,152)		—		(54,433)		—
Net loss attributable to common stockholders	$	(37,675)	$	(113,726)	$	(15,466)	$	(241,911)

Net loss per common share, basic (see Note 16)	$	(0.20)	$	(1.89)	$	(0.09)