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Kodiak AI, Inc. announced Warrant Adjustments to its outstanding warrants, effective after the close of trading on October 20, 2025. The Company notified holders on October 21, 2025, covering 24,999,990 publicly traded warrants and 14,300,000 private placement warrants, each exercisable for shares of common stock.
The adjustments were made under Section 4.3.2 of the Warrant Agreement following the business combination with Kodiak Robotics, Inc. and AAC II Merger Sub, Inc. The triggers included issuing equity at a Newly Issued Price of less than $9.20 per share, aggregate gross proceeds from such issuances representing more than 60% of total equity proceeds (net of redemptions), and a Market Value over a 20‑day period below $9.20 per share. The Market Value was determined to be $8.07 per share.
A Warrant Adjustment Notice dated October 21, 2025 was filed as Exhibit 99.1.
Ares Acquisition Corp II (now Kodiak AI, Inc.) filed an amendment to a Current Report to supply updated unaudited pro forma condensed combined financial information. The amendment incorporates revised preliminary valuations for the Preferred Stock, the PIPE Warrants, and the Non-Redemption Warrants and otherwise leaves the original report unchanged. The pro forma figures cover the six months ended
AACT filed an S-1 describing the completion of its business combination with Legacy Kodiak and the equity and warrant structure that supports the combined company. The filing discloses issuance of
AAC II Holdings II LP filed an initial Form 3 reporting beneficial ownership of 3,591,627 shares of Kodiak AI, Inc. (KDK) common stock. The filing, dated an event on 09/24/2025 and signed 10/03/2025, lists the reporting person as a Director and a 10% owner of the issuer. The form states that AAC II Holdings II LP is managed by affiliates of Ares Management Corporation, names the related Ares entities and their governing relationships, and includes a customary disclaimer that certain Ares entities and individuals disclaim beneficial ownership except for any pecuniary interest. The filing contains no derivative securities and reports only the stated direct holding.
Donald L. Burnette reported beneficial ownership of 27,300,969 shares of Kodiak AI, Inc. common stock, representing 15.1% of the outstanding shares immediately after the business combination on September 24, 2025. His holdings include 25,915,204 shares held directly, 1,385,765 shares held by the Burnette Family Trust, unvested options for 1,017,084 shares and restricted stock units for 349,425 shares, plus potential earn-out securities of up to 8,903,370 shares (and 476,088 for the Trust) contingent on stock-price milestones of $18, $23 and $28 within specified measurement periods.
The shares were received as merger consideration under the Business Combination Agreement that closed on September 24, 2025. Options and RSUs vest on a service schedule beginning December 30, 2025, and certain transfer restrictions generally remain in place until September 24, 2026, or earlier if the stock meets a $12 threshold for 20 of 30 consecutive trading days. The reporting person also has customary registration rights under an Amended and Restated Registration Rights Agreement.
Kodiak AI, Inc. received a joint Schedule 13G filing reporting that Soros Fund Management LLC and George Soros together beneficially own 9,967,978 shares of the company’s common stock, representing 5.7% of the outstanding class based on 174,957,392 shares used in the filer’s calculation. The shares are held for accounts including Quantum Partners and other funds for which SFM LLC serves as investment manager and has investment discretion. The filing states the holdings were not acquired to change or influence control of the issuer and notes that Quantum Partners has the right to receive dividends or sale proceeds for over 5% of the class.
Kodiak Robotics completed a business combination with Ares Acquisition Corporation II (AACT) and domesticated into Kodiak AI, Inc. At closing, AACT Class A shares and related warrants converted into Kodiak common stock and corresponding warrants, and AACT units were adjusted so holders received common stock and one-half of a public warrant.
Legacy Kodiak securityholders received Earn Out Securities tied to three VWAP-based share-price milestones of $18, $23 and $28 (each threshold vests 25,000,000 securities if met within a four-year earn-out period). Second-lien financing of $43.9 million was funded pre-closing (including a $10.0 million Exchanged SAFE that remains outstanding), and 1,091,519 shares were issued to an advisor to satisfy $12.5 million of fees. Non-redemption agreements prevented rescission or redemption of 3,319,712 Class A shares and resulted in issuance of 7,606,666 warrants and 368,028 shares. Kodiak’s common stock and public warrants began trading on Nasdaq under KDK and KDKRW on September 25, 2025.
Kodiak AI, Inc. Schedule 13G reports that multiple affiliated investment vehicles and related individuals hold disclosed stakes in the company based on 174,957,392 shares outstanding as of September 24, 2025. The filing lists specific beneficial ownership: SIP Global Opportunity Manager LLC reports 9,552,270 shares (5.5%); SIP Global Tech Opportunity 4 LLC reports 6,979,874 shares (4.0%); SIP Global Tech Fund I, L.P. reports 2,990,929 shares (1.7%); SIP Global Tech Opportunity LLC and SIP Global Tech Opportunity 3 LLC report 1,454,910 (0.8%) and 1,117,486 (0.6%), respectively.
Two individuals, Shigeki Saitoh and Justin Turkat, are listed with shared voting and dispositive power over 12,543,199 shares (7.2%) each where applicable; other named individuals include Jeffrey Smith and Matthew Salloway. The filing states the Reporting Persons disclaim status as a “group” and includes a certification that the holdings were not acquired to change or influence control of the issuer. A Joint Filing Agreement is included as Exhibit 99.1.
Michael Wiesinger, Chief Operating Officer of Kodiak AI, Inc. (KDK), filed an amended Form 4 correcting previously reported restricted stock unit (RSU) grants dated 09/24/2025. The amendment replaces multiple erroneous grant amounts in the Original Form 4 with the actual granted RSUs: 140,637, 30,336, 125,913, 45,507, 357,357 and 147,258. Each RSU represents a contingent right to one share of common stock and is subject to both performance-based vesting (1/3 vesting at $18.00, $23.00 and $28.00 share-price hurdles measured over 20 of 30 trading days before September 24, 2029 or a change of control) and service-based vesting on substantially similar terms to the Original Form 4. The filing is signed by power of attorney on behalf of the reporting person.
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.
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