Ares Acquisition Corp II-A SEC Filings

Ares Acquisition Holdings II LP reported changes in ownership tied to a business combination that converted Ares Acquisition Corporation II into Kodiak AI, Inc. The filing shows the reporting person acquired or holds 12,500,000 Class A ordinary shares and continues to hold warrants covering 14,300,000 shares with an $11.50 exercise price exercisable beginning 10/24/2025 and expiring 09/24/2030. The transactions reflect a domestication from the Cayman Islands to Delaware and the renaming of the continuing entity, and the filing discloses the reporting person’s indirect ownership structure through Ares entities and related disclaimers of beneficial ownership.

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.

Form 3 initial statement: Scott R. Tobin, listed at Kodiak AI, Inc. address in Mountain View, CA, filed an initial Form 3 reporting his relationship to the issuer as a director and that the event date was 09/24/2025. The Form 3 reports no securities beneficially owned by the reporting person as of the reporting date. The filing is signed by an attorney-in-fact on 09/25/2025.

Michael Wiesinger, Chief Operating Officer of Kodiak AI, Inc. reported securities acquired on 09/24/2025 pursuant to the closing of a business combination with Kodiak Robotics. The report shows 178,740 shares of Common Stock acquired and multiple stock options and restricted stock units (RSUs) converted or issued in connection with the merger. Stock options listed carry exercise prices including $0.6794, $0.468 and $6.8388 and cover 409,355, 88,307, 366,498, 132,461, 1,040,168 and 428,629 underlying shares respectively. Matching RSUs were also granted in the same amounts and are subject to both service-based vesting schedules and performance-based vesting tied to share price thresholds of $18, $23 and $28 during specified trading windows prior to 09/24/2029. The transactions reflect the conversion and adjustment of Legacy Kodiak equity into Issuer securities per the Business Combination Agreement.

Wendel Andreas, Chief Technology Officer of Kodiak AI, Inc. (KDK), reported a series of awards and exchanges on 09/24/2025 tied to the closing of a business combination. In connection with the merger, Legacy Kodiak equity and awards were converted into issuer securities under a defined exchange ratio. The Reporting Person acquired 4,305,573 shares of common stock and received options totaling 5,337,220 underlying shares across four option grants with exercise prices of $0.3472, $0.6794, $0.468 and $6.8388. Matching restricted stock units (RSUs) were also granted for the same share amounts and are subject to service vesting schedules and performance vesting conditions tied to share-price thresholds of $18.00, $23.00 and $28.00 measured over specified trading-day windows prior to September 24, 2029.

Kodiak AI, Inc. (KDK) reporting person Kristin Sverchek, a director, reported equity awards received in connection with the closing of a business combination on 09/24/2025. The filing shows a grant of a stock option covering 183,095 shares with an exercise price of $6.8388 and an equal number of restricted stock units (RSUs) for 183,095 shares. One-third of the option shares vest on 05/05/2026 with the remainder vesting monthly thereafter (1/36th per month) subject to continued service. The RSUs vest subject to the same service schedule and a performance condition that vests one-third at achievement of share-price thresholds of $18.00, $23.00 and $28.00 within the performance period ending on the earlier of 09/24/2029 or a change of control. The awards were issued as part of the merger that converted Legacy Kodiak equity into Issuer equity under the Business Combination Agreement.

James D. Reed, a director of Kodiak AI, Inc. (KDK), reported acquisition of equity in connection with the company's September 24, 2025 business combination. The filing shows derivative awards consisting of a stock option with an exercise price of $0.6794 and restricted stock units (RSUs), each covering 1,237,166 shares of Common Stock following the transaction. Of the option shares, 824,209 were deemed vested as of February 2, 2024, with the remaining 412,957 vesting monthly at 1/48th per month subject to continued service. The RSUs are subject to both a service-based vesting schedule aligned with the option vesting and a performance-based condition that vests one-third at stock-price hurdles of $18.00, $23.00 and $28.00 if each threshold is met for 20 trading days within a 30-trading-day period prior to the earlier of September 24, 2029 or a change of control.

Kodiak AI, Inc. (KDK) reported that on September 24, 2025 Major Zsuzsanna, its Chief People Officer, acquired multiple option awards and restricted stock units in connection with the closing of the Business Combination that combined Legacy Kodiak into the issuer. The filing lists eight option grants with exercise prices ranging from $0.3472 to $6.8388 covering a total of 2,294,800 underlying shares and matching RSUs for the same totals and vesting schedules. Many options are fully vested or vest on monthly schedules tied to continued service; the RSUs include both service-based vesting and performance-based vesting tied to share-price targets of $18, $23, and $28 within specified measurement periods.

Kenneth A. Goldman, a director of Kodiak AI, Inc. (KDK), reported receiving equity in connection with the closing of the business combination on September 24, 2025. The Form 4 shows acquisition of a stock option to purchase 183,095 shares with an exercise price of $6.8388 and corresponding restricted stock units (RSUs) for 183,095 shares priced at $0. One-third of the option shares vest on May 5, 2026, with the remainder vesting monthly thereafter; the RSUs also include a performance-based vesting condition tied to share-price thresholds of $18.00, $23.00 and $28.00 for partial vesting.