Director Scott Tobin Discloses 11.14M Indirect KDK Shares From Merger

Rhea-AI Filing Summary

Scott R. Tobin, a director of Kodiak AI, Inc. (KDK), reported acquisitions of Common Stock on 09/24/2025 in connection with the closing of a business combination that merged Legacy Kodiak into the issuer.

The Form 4 discloses acquisition of 11,140,899 shares held indirectly by Battery Ventures XII, L.P. and 215,770 shares held indirectly by Battery Investment Partners XII, LLC. The filing states these shares resulted from Legacy Kodiak shares being converted into issuer common stock pursuant to the Business Combination Agreement dated April 14, 2025. The reporting person is a managing member of the entities holding the shares and disclaims beneficial ownership except for any pecuniary interest.

Positive

• Large share acquisition disclosed: 11,140,899 shares and 215,770 shares were acquired pursuant to the Business Combination, providing transparency
• Clear linkage to merger: Filing specifies these shares resulted from conversion of Legacy Kodiak common stock under the Business Combination Agreement dated April 14, 2025

Negative

• None.

Insights

Securities Analyst

TL;DR: A director received large indirect holdings via a merger; disclosure is routine for business-combination closings and likely neutral to valuation.

The Form 4 documents the conversion of Legacy Kodiak equity into issuer common stock at closing of the Business Combination on 09/24/2025, creating two large indirect holdings: 11,140,899 shares by Battery Ventures XII, L.P. and 215,770 shares by Battery Investment Partners XII, LLC. The reporting person is identified as a managing member of the manager entities and explicitly disclaims direct beneficial ownership except for pecuniary interest. This is a standard Section 16 disclosure following a merger; it notifies investors of related-party positions but does not, by itself, indicate a change in control, sale, or other disposition that would be immediately dilutive or liquidity-driving.

Corporate Governance Expert

TL;DR: The filing clarifies governance-related holdings tied to a closed merger; the disclosure helps transparency but shows no direct transfer by the director.

The statement explains that Legacy Kodiak shares were canceled and converted into issuer shares under the Business Combination Agreement dated April 14, 2025, with the effective closing on 09/24/2025. The reported holdings are indirect, held through investment vehicles

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^*

TOBIN SCOTT R

(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)

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

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

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

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
Common Stock	09/24/2025		A(1)		11,140,899	A	(2)	11,140,899	I	By Battery Ventures XII, L.P.(3)
Common Stock	09/24/2025		A(1)		215,770	A	(2)	215,770	I	By Battery Investment Partners XII, LLC(4)

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

Explanation of Responses:

1. Consists of securities acquired in connection with the transactions consummated on September 24, 2025 pursuant to that certain Business Combination Agreement, dated April 14, 2025 (the "Business Combination Agreement"), by and among Kodiak AI, Inc. (f/k/a Ares Acquisition Corporation II) (the "Issuer"), AAC II Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Kodiak Robotics, Inc. ("Legacy Kodiak"), pursuant to which Merger Sub merged with and into Legacy Kodiak, with Legacy Kodiak as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

2. In connection with the closing of the Business Combination, each share of Legacy Kodiak common stock issued and outstanding immediately prior to the effective time of the merger was, pursuant to the Business Combination Agreement, canceled and converted into the right to receive a number of shares of Common Stock of the Issuer.

3. Securities are held by Battery Ventures XII, L.P. ("BV XII"). Battery Partners XII, LLC ("BP XII") is the general partner of BV XII. The Reporting Person is a managing member of BP XII and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 for any other purpose.

4. Securities are held by Battery Investment Partners XII, LLC ("BIP XII"). BP XII is the managing member of BIP XII. The Reporting Person is a managing member of BP XII and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

	/s/ Christopher Schiavo, as Attorney-in-Fact for Scott R. Tobin	09/25/2025
	** Signature of Reporting Person	Date
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FAQ

What did the Form 4 for Kodiak AI (KDK) report on 09/24/2025?

The Form 4 reports acquisitions of 11,140,899 and 215,770 shares of Kodiak AI common stock resulting from the Business Combination closing on 09/24/2025.

Who is the reporting person on this Form 4?

The reporting person is Scott R. Tobin, identified as a director and a managing member of entities holding the reported shares.

Why were the shares acquired according to the filing?

The shares were acquired because each share of Legacy Kodiak common stock was canceled and converted into issuer common stock pursuant to the Business Combination Agreement.

Are the reported shares held directly by Scott R. Tobin?

No. The filing states the shares are held indirectly by Battery Ventures XII, L.P. and Battery Investment Partners XII, LLC, and the reporting person disclaims beneficial ownership except for any pecuniary interest.

What agreement governed the transaction that created these holdings?

The Business Combination Agreement dated April 14, 2025 governed the merger and conversion of Legacy Kodiak shares into issuer common stock.