Ares Acquisition Corp II-A SEC Filings

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.

Kodiak AI, Inc. reported an amended insider transaction showing Director James D. Reed was granted 425,037 restricted stock units (RSUs) on 09/24/2025, replacing an earlier erroneous grant figure. Each RSU represents a contingent right to receive one share of common stock and the award carries no cash exercise price. The RSUs vest subject to a combination of service-based vesting and a performance-based condition that will vest one-third of the award if the company’s share price meets thresholds of $18, $23 and $28 for specified sustained trading windows prior to the earlier of a specified cutoff or a change of control.

The amendment corrects the originally reported quantity and clarifies vesting mechanics; other details reference an option-style service vesting schedule noted in the original filing.

Kodiak AI, Inc. (KDK) reporting person Kenneth A. Goldman, a director, amended a Form 4 to disclose restricted stock units (RSUs) granted on 09/24/2025. The amendment corrects an earlier error: the Original Form 4 had reported 183,095 RSUs but the actual grant was 62,901 RSUs, each representing a contingent right to one share of common stock.

The RSUs carry a performance-based vesting condition (1/3 vests if the stock reaches $18.00, $23.00 and $28.00 for 20 of 30 trading days before the earlier of 09/24/2029 or a change of control) and a service-based vesting schedule aligned with previously reported option vesting terms. Following the transaction, Mr. Goldman beneficially owns 62,901 shares directly at a $0 grant price.

Kodiak AI, Inc. (KDK) reporting person Mohamed Elshenawy filed an amended Form 4 correcting an earlier grant of restricted stock units. The amendment replaces an original, incorrect report of 183,095 RSUs with the actual grant of 62,901 RSUs, each representing a contingent right to one share of common stock. The RSUs were granted on 09/24/2025, have a $0 price, and are reported as directly owned following the grant. The RSUs vest subject to both performance conditions—one-third vests if the common stock trades at or above $18.00, $23.00 and $28.00 for 20 of 30 trading days before the earlier of September 24, 2029 or a change of control—and a service-based vesting schedule described as substantially the same as an option vesting schedule in the original filing. The Form 4/A is signed by power of attorney on behalf of the reporting person.

Coleman Jordan S., Chief Legal and Policy 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 reduces several erroneously reported RSU amounts to the actual grants: 228,471; 46,053; 251,826; 45,507; 125,913; 251,826; 48,540; 227,541; and 49,086 RSUs. Each RSU represents a contingent right to one share of common stock and is subject to both a performance-based vesting condition and a service-based vesting condition. The performance vesting satisfies one-third of each grant if the common stock trades at or above $18.00, $23.00 and $28.00 for any 20 trading days out of 30 prior to the earlier of September 24, 2029 or a change of control. The Form 4/A was signed by power of attorney on 09/26/2025.

Kodiak AI, Inc. (KDK) reporting person Surajit Datta, Chief Financial Officer, amended a Form 4 filed for a grant dated 09/24/2025 to correct the number of restricted stock units (RSUs) awarded. The amended filing states the actual award was 699,453 RSUs, each representing a contingent right to one share of common stock, and corrects an earlier erroneous report of 2,035,915 RSUs. The RSUs are subject to a performance-based vesting condition and a service-based vesting condition. The performance condition vests one-third of the RSUs if the company’s common stock trades at or above thresholds of $18.00, $23.00 and $28.00 for any 20 trading days out of 30 consecutive trading days prior to the earlier of 09/24/2029 or a change of control. The award price is indicated as $0, and the reporting person beneficially owns 699,453 shares following the grant.