[Form 4/A] Ares Acquisition Corp II Amended Insider Trading Activity

Rhea-AI Filing Summary

Kodiak AI, Inc. reporting person Zsuzsanna Major, Chief People Officer, amended a Form 4 to correct previously misstated restricted stock unit (RSU) grants originally reported on September 24, 2025. The amendment revises eight RSU awards to their actual grant sizes: 153,483; 46,053; 156,549; 45,507; 125,913; 45,507; 113,769; and 101,607 RSUs. Each RSU represents a contingent right to one share of common stock and is subject to both performance-based vesting tied to share-price thresholds ($18.00, $23.00, $28.00 for successive 1/3 tranches over specified trading-day windows) and service-based vesting terms. The reported grants have $0 exercise price and are held directly. The Form 4/A is signed by power of attorney on September 29, 2025.

Positive

• Amendment filed to correct errors, improving regulatory transparency
• RSU structure includes performance-based hurdles, aligning executive incentives with share-price performance
• RSUs are restricted and subject to service conditions, indicating retention incentives rather than immediate dilution

Negative

• Original Form 4 contained significant overstatements of RSU grants requiring correction
• Correction reduces previously reported holdings, which could affect investor perception of insider alignment

Insights

Securities Compliance Analyst

TL;DR: Amendment corrects overstated RSU quantities; awards remain performance- and service-vested with tiered share-price hurdles.

The amendment addresses clerical errors in the originally filed Form 4 by reducing the reported RSU quantities to the actual grant amounts across eight awards. From a compliance perspective, timely amendment clarifies insider holdings and potential dilution. The awards are performance-conditioned such that one-third vests only upon achieving specified share-price thresholds for sustained trading-day windows, and the remainder is tied to service-based vesting. The $0 price indicates RSUs convertible into common shares rather than option purchases. No cash consideration or exercised derivatives are reported.

Equity Compensation Specialist

TL;DR: Substantive correction to equity grants; structure aligns with market-standard performance + service RSUs.

The corrected grant sizes materially reduce the originally reported counts but preserve the intended compensation design: performance-based cliffs for 1/3 tranches at $18/$23/$28 share-price levels measured over sustained 20-of-30 trading-day periods, plus standard service-vest schedules for remaining tranches. These RSUs are restricted and contingent, with no immediate share issuance or purchase price. For investors, key takeaways are the existence of multi-year performance hurdles and the direct beneficial ownership of the corrected RSU totals; no transaction proceeds or dispositions are indicated.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Major Zsuzsanna

(Last) (First) (Middle)

C/O KODIAK AI, INC.

1049 TERRA BELLA AVENUE

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kodiak AI, Inc. [ KDK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/24/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/24/2025		A		153,483(2)		(3)	(3)	Common Stock	153,483	$0	153,483	D
Restricted Stock Units	(1)	09/24/2025		A		46,053(4)		(3)	(3)	Common Stock	46,053	$0	46,053	D
Restricted Stock Units	(1)	09/24/2025		A		156,549(5)		(6)	(6)	Common Stock	156,549	$0	156,549	D
Restricted Stock Units	(1)	09/24/2025		A		45,507(7)		(8)	(8)	Common Stock	45,507	$0	45,507	D
Restricted Stock Units	(1)	09/24/2025		A		125,913(9)		(10)	(10)	Common Stock	125,913	$0	125,913	D
Restricted Stock Units	(1)	09/24/2025		A		45,507(11)		(12)	(12)	Common Stock	45,507	$0	45,507	D
Restricted Stock Units	(1)	09/24/2025		A		113,769(13)		(14)	(14)	Common Stock	113,769	$0	113,769	D
Restricted Stock Units	(1)	09/24/2025		A		101,607(15)		(16)	(16)	Common Stock	101,607	$0	101,607	D

Explanation of Responses:

1. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock.

2. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 446,746 RSUs. The number of RSUs actually granted was 153,483.

3. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (2) of the Original Form 4, subject to the Reporting Person continuing as a service provider through each such date.

4. The Original Form 4 erroneously reported the grant of 134,055 RSUs. The number of RSUs actually granted was 46,053.

5. The Original Form 4 erroneously reported the grant of 455,673 RSUs. The number of RSUs actually granted was 156,549.

6. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (4) of the Original Form 4.

7. The Original Form 4 erroneously reported the grant of 132,461 RSUs. The number of RSUs actually granted was 45,507.

8. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (5) of the Original Form 4.

9. The Original Form 4 erroneously reported the grant of 366,498 RSUs. The number of RSUs actually granted was 125,913.

10. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (6) of the Original Form 4.

11. The Original Form 4 erroneously reported the grant of 132,461 RSUs. The number of RSUs actually granted was 45,507.

12. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (7) of the Original Form 4.

13. The Original Form 4 erroneously reported the grant of 331,155 RSUs. The number of RSUs actually granted was 113,769.

14. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (8) of the Original Form 4.

15. The Original Form 4 erroneously reported the grant of 295,752 RSUs. The number of RSUs actually granted was 101,607.

16. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (9) of the Original Form 4.

	/s/ Bobby Brown, by power of attorney	09/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What changes were made in the Form 4/A for Kodiak AI (KDK)?

The amendment corrects the number of RSUs granted to Zsuzsanna Major to the actual amounts: 153,483, 46,053, 156,549, 45,507, 125,913, 45,507, 113,769, and 101,607.

What type of securities were reported on the Form 4/A?

All reported items are Restricted Stock Units (RSUs), each representing a contingent right to one share of Kodiak AI common stock.

Do the RSUs vest immediately or have conditions?

The RSUs are subject to performance-based vesting for 1/3 of each award tied to share-price thresholds ($18, $23, $28) measured over sustained trading-day windows, and service-based vesting for the remainder.

Was any cash paid or proceeds reported for these transactions?

No cash consideration was reported; the RSUs are listed with a $0 price and represent contingent equity awards.

Who signed the amended Form 4 and when?

The Form 4/A was signed by Bobby Brown by power of attorney on September 29, 2025.