Kodiak Robotics Files Prospectus For Resale Of 30,769,218 Shares Of Common Stock BY Selling Securityholders

Secondary Offering of

30,769,218 Shares of Common Stock

This prospectus relates to the offer and resale by the selling securityholders identified in this prospectus (the "Selling Securityholders"), of up to 30,769,218 shares of our Common Stock, par value $0.0001 per share ("Common Stock"), consisting of: (i) up to 15,384,609 shares of Common Stock held by the Selling Securityholders (the "2026 PIPE Shares"), and (ii) up to 15,384,609 shares of Common Stock (the "Warrant Shares") issuable upon exercise of warrants to purchase such number of shares (the "2026 PIPE Warrants") held by the Selling Securityholders, each exercisable at an exercise price of $6.00 (such securities described in clauses (i) and (ii) collectively, the "Resale Shares").

The 2026 PIPE Shares and the 2026 PIPE Warrants were issued to the Selling Securityholders pursuant to that certain Subscription Agreement, dated May 7, 2026, by and between the Company and the applicable Selling Securityholders (the "2026 PIPE"). We are registering the Resale Shares pursuant to registration rights granted to the Selling Securityholders in connection with the 2026 PIPE.

The Selling Securityholders may sell any, all or none of the Resale Shares and we do not know when or in what amount the Selling Securityholders may sell their securities hereunder following the date of this prospectus. The Selling Securityholders may sell the securities described in this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell their securities in the section titled "Plan of Distribution" appearing elsewhere in this prospectus.