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
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.
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 (BV XII and BIP XII) where the reporting person is a managing member. The filing includes the customary disclaimer of beneficial ownership except to the extent of pecuniary interest, which is consistent with governance norms when investment vehicles hold shares. No exercise, sale, or derivative transactions are reported in this Form 4.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 11,140,899 | $0.00 | -- |
| Grant/Award | Common Stock | 215,770 | $0.00 | -- |
Footnotes (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"). 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. 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. 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.
