Kodiak AI (Nasdaq: KDK) boosts liquidity with $100M PIPE and Q1 growth
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Kodiak AI, Inc. entered into subscription agreements for a $100 million private placement of 15,384,609 common shares at $6.50 each, with accompanying five-year warrants for 15,384,609 shares exercisable at $6.00. An affiliate of Ares Management is investing about $5 million. Kodiak plans to use the proceeds for working capital and general corporate purposes.
For the quarter ended March 31, 2026, Kodiak reported revenue of $1.8 million, up 74% quarter-over-quarter, and net income of $26.5 million driven largely by a $64.7 million non-cash gain on common stock warrants, despite a $37.9 million GAAP operating loss. Free cash flow was negative $35.0 million, and cash, cash equivalents and marketable securities totaled $90.2 million at quarter end, excluding the planned PIPE proceeds.
Operationally, Kodiak expanded its fleet to 28 customer-owned fully-driverless trucks and accumulated more than 23,500 cumulative hours of paid driverless operations, a 120% increase over the end of Q4 2025.
Positive
- None.
Negative
- None.
Insights
Kodiak pairs rapid revenue growth with a large PIPE to extend liquidity.
Kodiak AI secured a $100 million common stock and warrant PIPE while reporting Q1 revenue of $1.8 million, up 74% quarter-over-quarter. The deal issues 15,384,609 shares at $6.50 plus matching five-year warrants at $6.00, adding equity capital but increasing potential dilution.
GAAP loss from operations was $37.9 million, yet net income reached $26.5 million due to a non-cash $64.7 million gain from revaluing common stock warrants. Free cash flow was negative $35.0 million, and quarter-end cash and marketable securities of $90.2 million do not include the planned PIPE proceeds, so cash burn remains substantial even with stronger liquidity.
Operational metrics show scaling: 28 customer-owned fully-driverless trucks and more than 23,500 cumulative paid driverless hours, up 120% versus the end of Q4 2025. The key tension is between rapid deployment and high spending; future filings will clarify how quickly revenue growth and cost discipline narrow operating and cash flow losses as the long-haul driverless launch targeted for late 2026 approaches.
8-K Event Classification
4 items: 1.01, 2.02, 3.02, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
PIPE shares and price: 15,384,609 shares at $6.50
PIPE warrants: 15,384,609 warrants at $6.00
Gross PIPE proceeds: $100.0 million
+5 more
8 metrics
PIPE shares and price
15,384,609 shares at $6.50
Common stock issued in May 2026 private placement
PIPE warrants
15,384,609 warrants at $6.00
Five-year warrants issued alongside PIPE shares
Gross PIPE proceeds
$100.0 million
Approximate gross proceeds from May 2026 private placement
Q1 2026 revenue
$1.8 million
Three months ended March 31, 2026; 74% QoQ growth
Q1 2026 loss from operations
$37.9 million
GAAP operating loss for three months ended March 31, 2026
Q1 2026 net income
$26.5 million
Includes $64.7 million non-cash gain on warrant fair value
Quarter-end liquidity
$90.2 million
Cash, cash equivalents and marketable securities at March 31, 2026
Q1 2026 free cash flow
-$35.0 million
Free cash flow for three months ended March 31, 2026
Key Terms
PIPE financing, Private Placement, cumulative hours of paid driverless operations, free cash flow, +2 more
6 terms
PIPE financing financial
"Additionally, Kodiak announced a $100 million common stock and warrant private placement (PIPE) financing"
Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.
Private Placement financial
"relating to the private placement (the “Private Placement”) of an aggregate of 15,384,609 shares"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
cumulative hours of paid driverless operations technical
"Cumulative Hours of Paid Driverless Operations, representing a 120% increase over the end of Q4 2025"
free cash flow financial
"Q1 Free Cash Flow (Non-GAAP) of negative $35.0 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
non-GAAP operating expenses financial
"Non-GAAP operating expenses | $ 33,657 | | | $ 18,192"
Non-GAAP operating expenses are the costs a company reports that exclude certain items typically considered unusual or non-recurring, such as restructuring charges or asset write-downs. They are used to give investors a clearer view of the company's regular, ongoing expenses by filtering out one-time or non-core costs, helping them better assess the company's true operational performance.
change in fair value of common stock warrants financial
"Change in fair value of common stock warrants | 64,658"
Earnings Snapshot
Revenue: $1.8 million
Q1 2026
Revenue
$1.8 million
+74% QoQ
Net income
$26.5 million
Free cash flow
-$35.0 million
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 7, 2026
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(650 ) 209-8005
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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. o
Item 1.01. Entry into a Material Definitive Agreement.
On May 7, 2026, Kodiak AI, Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreements” and each a “Subscription Agreement”) with the investors named therein (all investors together, the “Investors”), which investors include new institutional investors, certain existing Company stockholders and an affiliate of Ares Management Corporation (“Ares”), relating to the private placement (the “Private Placement”) of an aggregate of 15,384,609 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price per share of $6.50, and accompanying warrants (the “Warrants,” and together with the Shares, the “Securities”) exercisable for an aggregate of 15,384,609 shares of Common Stock (the “Underlying Shares”). Subject to the satisfaction of customary closing conditions, the Company intends to close the Private Placement and issue the Securities on May 8, 2026, which is expected to result in approximately $100.0 million in gross proceeds to the Company. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.
The Warrants will be immediately exercisable upon issuance and will expire five years from the date of issuance. The Warrants will include customary cash and, in certain limited circumstances following the effectiveness of a resale registration statement related to the Underlying Shares, cashless exercise provisions. The Warrant will be initially exercisable at $6.00 per share of Common Stock, which exercise price is subject to certain anti-dilution and other adjustments.
The Subscription Agreements contain customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Investors, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties, including that the Company has agreed to not sell any shares of Common Stock or Common Stock equivalents, subject to certain exceptions, for a period of three months after the closing of the Private Placement. The representations, warranties, covenants and agreements contained in the Subscription Agreements reflect negotiations between the parties to the Subscription Agreements and are not intended as statements of fact to be relied upon by stockholders, or any individual or other entity other than the parties. In particular, the representations, warranties, covenants and agreements in the Subscription Agreements may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Subscription Agreements, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties in the Subscription Agreements may not describe the actual state of affairs at the date they were made, or at any other time, and you should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Subscription Agreements, and unless required by applicable law, the Company undertakes no obligation to update such information.
In accordance with the terms of the Certificate of Designation of the Company’s 9.99% Series A Cumulative Convertible Preferred Stock (the “Preferred Stock”), the issuance of the Securities in the Private Placement would have been expected to result in an adjustment to the conversion price of the Preferred Stock pursuant to the anti-dilution provisions set forth therein, as well as a corresponding adjustment to the exercise price of certain existing warrants to purchase Common Stock pursuant to the anti-dilution provisions set forth therein. In lieu of such an adjustment, the applicable holders of Preferred Stock and warrants have agreed with the Company to waive such anti-dilution provisions in respect of the Private Placement and adjust the conversion price of the Preferred Stock and the exercise price of the warrants to $6.00.
The Private Placement was not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Securities and Underlying Shares sold and issued in the Private Placement have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from the registration requirements of the Securities Act.
Pursuant to the Subscription Agreements, the Company has also agreed to file a registration statement with the SEC on or prior to the 30th calendar day following the execution of the Subscription Agreements (subject to certain exceptions) for purposes of registering the resale of the Shares and Underlying Shares (the “Registration Statement”), to use commercially reasonable efforts to have such Registration Statement declared effective within the time period set forth therein, and to keep the Registration Statement effective until the earliest of: (i) the second anniversary of the Effectiveness Date (as defined in the Agreements) of the Registration Statement registering all Shares and Underlying Shares for resale by the Investors; (ii) the date on which the Investors cease to hold any Shares or Underlying Shares issued pursuant to the Agreements; or (iii) the first date on which the Investors are able to sell all of their Shares and Underlying Shares issued
pursuant to the Agreements (or shares received in exchange therefor) under Rule 144 of the Securities Act without volume or manner of sale limitations.
The foregoing descriptions of the Subscription Agreements and the Warrants do not purport to be complete and are qualified in their entirety by reference to the Form of Subscription Agreement and the Form of Common Stock Warrant filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
An affiliate of Ares agreed to purchase 769,230 shares of Common Stock and a Warrant to purchase 769,230 shares of Common Stock in the Private Placement in exchange for a purchase price of approximately $5.0 million. Certain affiliates of Ares are stockholders of the Company, and Ares beneficially owns more than ten percent (10%) of the Company’s capital stock. Additionally, an affiliate of Ares employs Allyson Satin, who currently serves on the Company’s board of directors, and Ares has certain other agreements with the Company. For more detail, see the “Certain Relationships and Related Party Transactions” section of the Company’s proxy statement filed with the Securities and Exchange Commission on April 24, 2026, which information related to Ares is incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On May 7, 2026 , the Company issued a press release announcing financial results for the three months ended March 31, 2026.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information above, including Exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 3.02. Unregistered Sales of Equity Securities.
The information under Item 1.01 of this Current Report on Form 8-K related to the Securities and Underlying Shares is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 4.1 | Form of Common Stock Warrant. | |||||||
| 10.1* | Form of Subscription Agreement. | |||||||
| 99.1 | Press release dated May 7, 2026, announcing Kodiak AI, Inc.'s financial results for the three months ended March 31, 2026. | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
* Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KODIAK AI, INC. | |||||||||||||||||
| By: | /s/ Surajit Datta | ||||||||||||||||
| Name: | Surajit Datta | ||||||||||||||||
| Title: | Chief Financial Officer | ||||||||||||||||
Date: May 7, 2026 | |||||||||||||||||
Kodiak AI Reports First Quarter 2026 Results; Announces $100 Million PIPE Financing
•Kodiak Driver deployed in eight additional fully-driverless trucks, for a total of 28 Customer-Owned Driverless Vehicles at the end of Q1
•Kodiak Driver-powered trucks accumulated more than 23,500 hours of Cumulative Hours of Paid Driverless Operations, representing a 120% increase over the end of Q4 2025
MOUNTAIN VIEW, Calif. (May 7, 2026) — Kodiak AI, Inc. (Nasdaq: KDK), a leading provider of Physical AI-powered autonomous vehicle technology, today announced results for the first quarter of the year, which ended March 31, 2026.
Additionally, Kodiak announced a $100 million common stock and warrant private placement (PIPE) financing, with participation from existing investors, including an affiliate of Ares Management, and several new institutional investors.
During the quarter, Kodiak delivered strong results across both operating and financial metrics. The Company also achieved significant commercial, technology, and partnership milestones across its long-haul, industrial, and defense verticals.
“We delivered significant revenue growth and continued to scale driverless operations in the first quarter, while raising additional capital that will fund our growth,” said Don Burnette, Founder and Chief Executive Officer of Kodiak. “We increased both the scale and productivity of our growing driverless deployment, which now totals 28 fully-driverless trucks in operation. We are executing on our strategy while maturing our Physical AI-powered technology and adopting additional AI tools to further increase the pace of development. We also made significant progress advancing our technology and building out new partnerships that will allow us to efficiently scale across long-haul trucking, industrial trucking, and defense. These include new collaborations across vehicle platforms, industrialized hardware, and AI compute. We remain focused on our long-haul driverless launch targeted for late 2026.”
First Quarter Results and Business Highlights:
•Announced PIPE financing from new and existing institutional investors, raising $100 million of gross proceeds
•Deployed eight additional fully-driverless trucks, for a total of 28 Customer-Owned Driverless Vehicles at the end of Q1, delivering 40% quarter-over-quarter growth
•Accumulated a total of over 23,500 hours of Cumulative Hours of Paid Driverless Operations through Q1, representing a 120% increase from the end of Q4 2025
•Delivered more than 15,600 cumulative loads as of the end of Q1, representing approximately 24% growth over the end of Q4 2025
•Announced strategic partnership with General Dynamics Land Systems (GDLS) to collaborate on autonomous military ground vehicles
•Unveiled the first vehicle developed in collaboration with GDLS: the Leonidas Autonomous Ground Vehicle, which combines the Kodiak Driver with Epirus’ cutting-edge counter-drone system, supported by GDLS’s system integration expertise
•Announced launch of service with Roehl Transport, hauling freight between Dallas and Houston four times a week
•Announced planned pilot operations with West Fraser, to demonstrate the Kodiak Driver in logging operations in Canada
•Accelerated development using AI agentic tools built using company-wide Model Context Protocol servers that connect to all company data sources
•Increased long-haul Autonomy Readiness Measure to 86% as of the end of April
•Announced plans to integrate the NVIDIA DRIVE Hyperion architecture in the next-generation of Kodiak Driver-powered trucks
•Q1 Revenue of $1.8 million, representing 74% growth quarter-over-quarter
•Q1 Net cash used in operating activities of $29.5 million
•Q1 Free Cash Flow (Non-GAAP) of negative $35.0 million
•Ended Q1 with $90.2 million in cash and cash equivalents and marketable securities, which does not include the $100 million of gross proceeds from the PIPE financing, which is more fully described in our Current Report on Form 8-K filed with the SEC on May 7, 2026
“We delivered a strong first quarter across both operational and financial metrics, delivering 74% revenue growth quarter-over-quarter. This growth was driven by the expansion of our Driver-as-a-Service revenue as we expanded our deployment of customer-owned driverless trucks. Additionally, today we are pleased to announce we are further reinforcing our liquidity position with a $100 million PIPE financing. This financing will provide us with additional flexibility to execute on our operating plan and will support our next phase of growth. We believe that the equity financing combined with our continued progress in scaling our business will enable us to make progress toward profitability and generating free cash flow over time,” said Surajit Datta, Chief Financial Officer of Kodiak.
TD Cowen acted as lead placement agent and Cantor and Oppenheimer & Co. acted as co-placement agents for the transaction.
Wilson Sonsini Goodrich & Rosati served as legal counsel to Kodiak AI, Inc. Greenberg Traurig served as legal counsel to the placement agents.
Upcoming Conferences
Management will present at the following investor conferences:
•Bank of America Industrials Conference on May 12, 2026 at 3:40pm ET (12:40pm PT)
•J.P. Morgan Global Technology, Media, and Communications Conference on May 19, 2026 at 4:55pm ET (1:55pm PT)
•TD Cowen 54th Annual Technology, Media & Telecom Conference on May 27, 2026 at 10:50am ET (7:50am PT)
A live and archived webcast of the presentations will be available on Kodiak’s Investor Relations section of the Company’s website, https://kodiak.ai/investors.
Conference Call Information
Management will host a conference call to discuss the first quarter results today at 5:00 PM ET (2:00 PM PT).
The call may be accessed through a live audio webcast on the Investor Relations section of the Company’s website, https://kodiak.ai/investors. An audio replay will be available at the same location.
About Kodiak AI, Inc.
Kodiak AI, Inc. was founded in 2018 and is a leading provider of AI-powered autonomous vehicle technology that is designed to help tackle some of the toughest driving jobs. Kodiak's driverless solution can help address the critical problem of safely transporting goods in the face of unprecedented supply chain challenges. Kodiak's vision is to become the trusted world leader in autonomous ground transportation. Kodiak is committed to a safer and more efficient future for all through the commercialization of driverless trucking at scale. To that end, Kodiak developed the Kodiak Driver, a virtual driver that combines advanced AI-powered software with modular and vehicle-agnostic hardware designed to help address Kodiak's customers' needs. The Kodiak Driver is not just an idea—it is commercially operating without anyone in the cab today. Kodiak serves customers in the long-haul trucking, industrial trucking, and defense industries. In 2024, Kodiak believes it achieved a historic milestone by becoming the first company to deploy customer-owned and -operated driverless trucks in commercial service.
For more information about Kodiak, please visit https://kodiak.ai/investors.
Contacts
Kodiak Media Relations
Daniel Goff
VP of External Affairs
+1 646-515-3933
dan@kodiak.ai
Stacy Morris
Futurista Communications for Kodiak
+1 310-415-9188
stacy.morris@futuristacommunications.com
Kodiak Investor Relations
Lauren Sloane
The Blueshirt Group for Kodiak
Lauren@blueshirtgroup.com
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, each as amended, including Kodiak’s 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,” “forecast,” “intend,” “expect,” “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. These forward-looking statements include, but are not limited to, statements regarding: Kodiak’s operational and product roadmap, its relationships with partners and suppliers, and its ability to produce and deploy the Kodiak Driver at scale; expectations regarding Kodiak’s expansion plans and opportunities, including its addressable markets and the timing of launching driverless trucks for long-haul highways operations; Kodiak’s expected liquidity; and other expectations regarding Kodiak’s future business and financial performance, such as Kodiak’s approach to operational and financial discipline, its future cash flows, and path to profitability and free cash flow. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Kodiak’s management and are not predictions of actual performance. These forward-looking statements are not intended to serve as, and must not be relied upon by any investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Kodiak. These forward-looking statements are subject to a number of risks and uncertainties, including that the PIPE financing may not close on the timeline or in the amounts expected; changes in business, market, financial, political and legal conditions; the rapid evolution of autonomous vehicle technology and flaws or errors in Kodiak’s solutions or flaws in or misuse of autonomous vehicle technology in general; risks related to the rollout of Kodiak’s business and the timing of expected business milestones; the effects of competition on Kodiak’s business; supply shortages in the materials necessary for the production of the Kodiak Driver; risks related to working with third-party manufacturers for key components of the Kodiak Driver; risks related to the retrofitting of Kodiak’s vehicles by third parties; the termination or suspension of any of Kodiak’s contracts or the reduction in counterparty spending; delays in Kodiak’s operational roadmap with key partners and customers; and Kodiak’s ability to raise capital in the future. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings by Kodiak with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov. If any of these risks materialize or any assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Kodiak may not presently know or that Kodiak currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Kodiak’s expectations, plans or forecasts of future events and views as of the date of this press release. These forward-looking statements should not be relied upon as representing Kodiak’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Except as required by law, Kodiak specifically disclaims any obligation to update any forward-looking statements.
Non-GAAP Financial Measures
In addition to our financial results determined in accordance with GAAP, we consider certain non-GAAP measures, including the following, which we use to evaluate our 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.
This press release and our earnings call may also include references to forward-looking free cash flow, a non-GAAP financial measure. To the extent that such forward-looking financial measures are provided, they are presented on a non-GAAP basis without a reconciliation to the most directly comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation.
Non-GAAP Operating Expenses and Non-GAAP Loss from Operations
We define these non-GAAP financial measures as their respective GAAP measures, each excluding stock-based compensation expense. We use these non-GAAP financial measures 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.
Free Cash Flow
We define free cash flow as cash used in operating activities, which is the 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 business and pursue potential strategic initiatives.
Kodiak AI, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except par values; unaudited)
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 64,950 | $ | 50,761 | |||||||
| Marketable securities | 25,242 | 69,908 | |||||||||
| Accounts receivable | 500 | 879 | |||||||||
| Prepaid expenses and other current assets | 4,646 | 4,464 | |||||||||
| Total current assets | 95,338 | 126,012 | |||||||||
| Restricted cash | 850 | 1,450 | |||||||||
| Property and equipment, net | 29,746 | 26,553 | |||||||||
| Operating lease right-of-use assets | 4,762 | 5,261 | |||||||||
| Other assets | 124 | 131 | |||||||||
| Total assets | $ | 130,820 | $ | 159,407 | |||||||
| Liabilities, redeemable convertible preferred stock and stockholders’ deficit | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 1,032 | $ | 1,455 | |||||||
| Accrued expenses and other current liabilities | 10,817 | 11,354 | |||||||||
| Operating lease liabilities, current | 1,733 | 1,916 | |||||||||
| Debt, current portion | 936 | 1,065 | |||||||||
| Second lien loans | 11,346 | 10,872 | |||||||||
| Total current liabilities | 25,864 | 26,662 | |||||||||
| Debt, net of current portion | 29,752 | 29,878 | |||||||||
| Operating lease liabilities, noncurrent | 3,253 | 3,584 | |||||||||
| Common stock warrants | 93,688 | 158,346 | |||||||||
| Other liabilities | 996 | 804 | |||||||||
| Total liabilities | 153,553 | 219,274 | |||||||||
| Commitments and contingencies | |||||||||||
| Redeemable convertible preferred stock | |||||||||||
| Series A cumulative redeemable convertible preferred stock, par value $0.0001 | 223,185 | 223,185 | |||||||||
| Stockholders’ deficit | |||||||||||
| Common stock, $0.0001 par value | 18 | 17 | |||||||||
| Additional paid-in capital | 581,245 | 570,578 | |||||||||
| Accumulated other comprehensive income (loss) | (2) | 22 | |||||||||
| Accumulated deficit | (827,179) | (853,669) | |||||||||
| Total stockholders’ deficit | (245,918) | (283,052) | |||||||||
| Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | $ | 130,820 | $ | 159,407 | |||||||
Kodiak AI, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per share amounts; unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenues | $ | 1,830 | $ | 1,471 | |||||||
| Operating expenses: | |||||||||||
| Research and development | 17,550 | 10,134 | |||||||||
| General and administrative | 12,420 | 5,125 | |||||||||
| Truck and freight operations | 8,305 | 4,005 | |||||||||
| Sales and marketing | 1,406 | 806 | |||||||||
| Total operating expenses | 39,681 | 20,070 | |||||||||
| Loss from operations | (37,851) | (18,599) | |||||||||
| Other income (expenses): | |||||||||||
| Interest expense | (896) | (1,264) | |||||||||
| Interest income and other, net | 1,049 | 169 | |||||||||
| Change in fair value of common stock warrants | 64,658 | — | |||||||||
| Change in fair value of second lien loans | (474) | — | |||||||||
| Change in fair value of simple agreements for future equity | — | (108,375) | |||||||||
| Change in fair value of redeemable convertible preferred stock warrant liabilities | — | (115) | |||||||||
Total other income (expenses), net | 64,337 | (109,585) | |||||||||
| Net income (loss) before income taxes | 26,486 | (128,184) | |||||||||
| Income tax benefit (expense) | 4 | (1) | |||||||||
Net income (loss) | 26,490 | (128,185) | |||||||||
| Unrealized losses on marketable securities, net of tax | (24) | — | |||||||||
| Comprehensive income (loss) | $ | 26,466 | $ | (128,185) | |||||||
| Net income (loss) per common share, basic | $ | 0.12 | $ | (2.16) | |||||||
Net income (loss) per common share, diluted | $ | 0.10 | $ | (2.16) | |||||||
| Weighted-average common shares outstanding, basic | 176,349 | 59,256 | |||||||||
Weighted-average common shares outstanding, diluted | 216,167 | 59,256 | |||||||||
Kodiak AI, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands; unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net income (loss) | $ | 26,490 | $ | (128,185) | |||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | 1,412 | 532 | |||||||||
| Stock-based compensation | 6,024 | 1,878 | |||||||||
| Non-cash lease expense | 499 | 447 | |||||||||
| Accretion of discount on marketable securities | (358) | — | |||||||||
| Change in fair value of second lien loans | 474 | — | |||||||||
| Change in fair value of simple agreements for future equity | — | 108,375 | |||||||||
| Change in fair value of redeemable convertible preferred stock warrant liabilities | — | 115 | |||||||||
| Change in fair value of common stock warrants | (64,658) | — | |||||||||
| Non-cash interest expense | 109 | 228 | |||||||||
| Loss on disposal of property and equipment | 85 | 130 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 379 | 1,057 | |||||||||
| Prepaid expenses and other current assets | 575 | 133 | |||||||||
| Other assets | 7 | — | |||||||||
| Accounts payable | 556 | 1,387 | |||||||||
| Accrued expenses and other current liabilities | (766) | (2,149) | |||||||||
| Operating lease liabilities | (514) | (444) | |||||||||
| Other liabilities | 192 | (10) | |||||||||
| Net cash used in operating activities | (29,494) | (16,506) | |||||||||
| Investing activities: | |||||||||||
| Proceeds from maturities of marketable securities | 45,000 | — | |||||||||
| Purchases of property and equipment | (5,531) | (2,320) | |||||||||
| Net cash provided by (used in) investing activities | 39,469 | (2,320) | |||||||||
| Financing activities: | |||||||||||
| Repayment of debt | (364) | (2,249) | |||||||||
| Proceeds from issuance of simple agreements for future equity | — | 21,660 | |||||||||
| Proceeds from exercise of stock options | 985 | 383 | |||||||||
| Proceeds from exercise of common stock warrants | 3,593 | — | |||||||||
| Payments for deferred offering costs | — | (10) | |||||||||
| Net cash provided by financing activities | 4,214 | 19,784 | |||||||||
| Net change in cash and cash equivalents and restricted cash | 14,189 | 958 | |||||||||
| Cash and cash equivalents and restricted cash at beginning of period | 52,211 | 18,159 | |||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | 66,400 | $ | 19,117 | |||||||
| Components of cash and restricted cash at period end: | |||||||||||
| Cash and cash equivalents | $ | 64,950 | $ | 17,667 | |||||||
| Restricted cash included in prepaid and other current assets | 600 | — | |||||||||
| Restricted cash | 850 | 1,450 | |||||||||
| Total cash and cash equivalents and restricted cash | $ | 66,400 | $ | 19,117 | |||||||
| Supplemental disclosure of cash activities: | |||||||||||
| Cash paid for interest | $ | 798 | $ | 1,039 | |||||||
| Supplemental disclosure of non-cash activities: | |||||||||||
| Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities | $ | 585 | $ | 833 | |||||||
| Proceeds from exercise of stock options included in prepaid and other current assets | $ | 1 | $ | 125 | |||||||
| Deferred offering costs related to reverse recapitalization included in accrued liabilities | $ | — | $ | 160 | |||||||
| Unrealized losses on marketable securities | $ | (24) | $ | — | |||||||
Kodiak AI, Inc.
Reconciliation of GAAP to Non-GAAP Financial Information
(In thousands; unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Research and development expense reconciliation: | |||||||||||
| GAAP research and development | $ | 17,550 | $ | 10,134 | |||||||
| Stock-based compensation | (2,442) | (1,185) | |||||||||
| Non-GAAP research and development | $ | 15,108 | $ | 8,949 | |||||||
| General and administrative expense reconciliation: | |||||||||||
| GAAP general and administrative | $ | 12,420 | $ | 5,125 | |||||||
| Stock-based compensation | (3,039) | (482) | |||||||||
| Non-GAAP general and administrative | $ | 9,381 | $ | 4,643 | |||||||
| Truck and freight operations expense reconciliation: | |||||||||||
| GAAP truck and freight operations | $ | 8,305 | $ | 4,005 | |||||||
| Stock-based compensation | (168) | (68) | |||||||||
| Non-GAAP truck and freight operations | $ | 8,137 | $ | 3,937 | |||||||
| Sales and marketing expense reconciliation: | |||||||||||
| GAAP sales and marketing | $ | 1,406 | $ | 806 | |||||||
| Stock-based compensation | (375) | (143) | |||||||||
| Non-GAAP sales and marketing | $ | 1,031 | $ | 663 | |||||||
| Total operating expenses reconciliation: | |||||||||||
| GAAP operating expenses | $ | 39,681 | $ | 20,070 | |||||||
| Stock-based compensation | (6,024) | (1,878) | |||||||||
| Non-GAAP operating expenses | $ | 33,657 | $ | 18,192 | |||||||
| Loss from operations reconciliation: | |||||||||||
| GAAP loss from operations | $ | (37,851) | $ | (18,599) | |||||||
| Stock-based compensation | 6,024 | 1,878 | |||||||||
| Non-GAAP loss from operations | $ | (31,827) | $ | (16,721) | |||||||
Kodiak AI, Inc.
Selected Cash Flow Information
(In thousands; unaudited)
Reconciliation of cash provided by operating activities to free cash flow
| Three Months Ended March 31, | |||||||||||
| 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) | |||||||
FAQ
What is Kodiak AI (KDK) raising through its May 2026 PIPE financing?
Kodiak AI is raising approximately $100 million in a private placement of 15,384,609 common shares at $6.50 each, plus five-year warrants for 15,384,609 shares at an exercise price of $6.00. Proceeds are earmarked for working capital and general corporate purposes.
How did Kodiak AI (KDK) perform financially in Q1 2026?
Kodiak AI reported $1.8 million in Q1 2026 revenue, a 74% quarter-over-quarter increase. The company posted GAAP net income of $26.5 million, driven by a $64.7 million non-cash gain on warrant revaluation, despite a $37.9 million operating loss and negative free cash flow.
What is Kodiak AI’s cash position after Q1 2026?
At March 31, 2026, Kodiak AI held $90.2 million in cash, cash equivalents and marketable securities. This figure excludes the planned $100 million PIPE proceeds. Net cash used in operating activities was $29.5 million, and free cash flow was negative $35.0 million for the quarter.
How quickly is Kodiak AI scaling its driverless trucking operations?
By the end of Q1 2026, Kodiak AI operated 28 customer-owned fully-driverless trucks, up from 20, a 40% quarter-over-quarter increase. Cumulative paid driverless operations reached over 23,500 hours, representing a 120% increase versus the end of Q4 2025.
What caused Kodiak AI’s positive net income in Q1 2026?
Kodiak AI’s Q1 2026 net income of $26.5 million mainly reflects a non-cash $64.7 million gain from the change in fair value of common stock warrants. Core operations still generated a GAAP operating loss of $37.9 million, highlighting reliance on accounting revaluation rather than profitability.
How does Kodiak AI measure and present non-GAAP results?
Kodiak AI reports non-GAAP operating expenses and loss from operations by excluding stock-based compensation from GAAP figures. In Q1 2026, non-GAAP operating expenses were $33.7 million versus GAAP $39.7 million. The company also tracks free cash flow, defined as cash used in operating activities minus capital expenditures.