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

Rhea-AI Filing Summary

Kodiak AI, Inc. (KDK) reporting person Donald L. Burnette, who is both a director and the Chief Executive Officer, amended a Form 4 to correct an earlier grant disclosure. The amendment reports the grant of 349,425 restricted stock units (RSUs) on 09/24/2025, each representing the contingent right to one share of common stock and showing 349,425 shares beneficially owned following the transaction at a $0 purchase price. The filing explains the Original Form 4 mistakenly reported 1,017,084 RSUs. The RSUs vest subject to a performance condition (price thresholds of $18.00, $23.00 and $28.00 for separate tranches over specified trading-day tests through 09/24/2029 or a change of control) and a service-based vesting condition on substantially the same terms as previously disclosed.

Insights

Financial Analyst

TL;DR: Amendment corrects CEO's equity grant to 349,425 RSUs, reducing previously reported amount; vesting tied to stock price targets and service.

The corrected Form 4 clarifies the CEO's equity position and preserves investor transparency by reducing an earlier overstated grant. The grant size and the stock-price-based performance vesting align management incentives with shareholder value creation, while the $0 reported price indicates a standard service/performance award rather than a purchase. This disclosure is routine but important for cap table accuracy and executive compensation tracking.

Corporate Governance Expert

TL;DR: Filing amendment addresses a reporting error and restates the actual RSU grant and vesting conditions for the CEO/director.

Correcting the record is a governance positive because timely, accurate Section 16 reporting is required for market and regulatory integrity. The combination of performance and service vesting is a common governance practice to tie long-term executive rewards to share-price performance and retention. The amendment does not by itself change compensation terms; it clarifies the disclosed quantity.

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

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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^*

Burnette Donald L.

(Last) (First) (Middle)

C/O KODIAK AI, INC.

1049 TERRA BELLA AVENUE

(Street)

MOUNTAN 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		349,425(2)		(3)	(3)	Common Stock	349,425	$0	349,425	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 1,017,084 RSUs. The number of RSUs actually granted was 349,425.

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 (4) of the Original Form 4.

	/s/ Bobby Brown, by power of attorney	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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