Kodiak AI Inc 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______ Commission file number 001-41691_____________________________________ Kodiak AI, Inc. (Exact name of registrant as specified in its charter)_____________________________________ Delaware98-1592112 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1049 Terra Bella AvenueMountain View, CA 94043 (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: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company, ” and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo As of June 30, 2025, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of thevoting and non-voting common equity held by non-affiliates of the registrant was approximately $559million. As of March 3, 2026, the number of shares of the registrant’s common stock outstanding was 182,555,384. Table of Contents PagePART IItem 1.Business.1Item 1A.Risk Factors.11Item 1B.Unresolved Staff Comments.50Item 1C.Cybersecurity.50Item 2.Properties.51Item 3.Legal Proceedings.51Item 4.Mine Safety Disclosures.51 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.52Item 6.[Reserved]53Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.53Item 7A.Quantitative and Qualitative Disclosures About Market Risk.66Item 8.Financial Statements and Supplementary Data.67Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.106Item 9A.Controls and Procedures.106Item 9B.Other Information.106Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.107 Item 10.Directors, Executive Officers and Corporate Governance.107Item 11.Executive Compensation.116Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.121Item 13.Certain Relationships and Related Transactions, and Director Independence.123Item 14.Principal Accounting Fees and Services.127 PART IV Item 15.Exhibits and Financial Statement Schedules.128Item 16.Form 10-K Summary.131 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Rep