Kodiak AI (KDK) investor acquires 769K shares plus matching warrant

Rhea-AI Filing Summary

AAC II Holdings II LP, a 10% owner of Kodiak AI, Inc., reported acquiring additional equity and warrants. On May 8, 2026, it received 769,230 shares of Kodiak AI common stock as a grant/award transaction, bringing its direct holdings to 4,360,857 shares.

Under a subscription agreement dated May 7, 2026, AAC II Holdings II LP agreed to an aggregate subscription amount of $4,999,995, purchasing 769,230 common shares at $6.50 per share and an accompanying warrant to purchase 769,230 common shares. The warrant is initially exercisable at $6.00 per share, with anti-dilution and other adjustments, and expires on May 7, 2031.

The filing notes that various Ares-affiliated entities may be deemed to share beneficial ownership of these securities but each disclaims beneficial ownership except to the extent of its pecuniary interest.

Insights

Equity capital markets analyst

Large holder acquires Kodiak AI shares and warrants via subscription.

AAC II Holdings II LP, identified as a 10% owner of Kodiak AI, Inc., entered a subscription agreement for $4,999,995. It acquired 769,230 common shares at $6.50 per share and a matching warrant for 769,230 shares exercisable at $6.00.

These are grant/award acquisitions rather than open-market purchases, so they reflect negotiated capital provision more than secondary-market sentiment. After the transaction, AAC II Holdings II LP directly holds 4,360,857 common shares, plus the new warrant expiring on May 7, 2031.

Ares-affiliated entities are described as potentially sharing beneficial ownership but expressly disclaim it beyond their pecuniary interests. Overall, this looks like a structured investment in Kodiak AI equity and warrants, with the warrant’s anti-dilution adjustments providing additional protection to the investor.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider AAC II Holdings II LP

Role null

Type	Security	Shares	Price	Value
Grant/Award	Warrant (Right to Buy)	769,230	$0.00	--
Grant/Award	Common Stock	769,230	$0.00	--

Holdings After Transaction: Warrant (Right to Buy) — 769,230 shares (Direct, null); Common Stock — 4,360,857 shares (Direct, null)

Footnotes (1)

1. Pursuant to a subscription agreement between Kodiak AI, Inc. (the "Company") and AAC II Holdings II LP ( "AAC II Holdings"), dated May 7, 2026, for an aggregate subscription amount of $4,999,995, AAC II Holdings purchased (i) 769,230 shares of the Company's common stock, par value $0.0001 per share ("Common Stock") at a price per share of $6.50 per share, and (ii) an accompanying warrant to purchase 769,230 shares of Common Stock initially exercisable at $6.00 per share of Common Stock, which exercise price is subject to certain anti-dilution and other adjustments. Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Voting LLC ("Ares Voting") and Ares Management GP LLC ("Ares Management GP"), which are respectively the holders of the Class B and Class C common stock of Ares Management Corporation ("Ares Management"), which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco LLC ("Ares Holdco" and together with each of the foregoing entities, the "Ares Entities."), which is the general partner of Ares Holdings L.P. ("Ares Holdings"). Ares Holdings is the general partner of AAC II Holdings II LP. Each of the Ares Entities, Ares Holdings and AAC II Holdings may be deemed to share beneficial ownership of the securities directly held by AAC II Holdings but each of the foregoing disclaim beneficial ownership of such securities except to the extent of its respective pecuniary interest therein. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over the Board Members' decisions. Each of these individuals expressly disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners, except to the extent of their respective pecuniary interest therein. The principal business office of the Ares Entities, Ares Holdings and AAC II Holdings is c/o Ares Management LLC, 245 Park Avenue, 44th Floor, New York, NY 10167.

Key Figures

Common shares acquired: 769,230 shares Warrant shares: 769,230 shares Subscription amount: $4,999,995 +4 more

7 metrics

Common shares acquired 769,230 shares Grant/award acquisition on May 8, 2026

Warrant shares 769,230 shares Warrant to buy common stock granted May 8, 2026

Subscription amount $4,999,995 Aggregate subscription under May 7, 2026 agreement

Share purchase price $6.50 per share Price paid for 769,230 common shares

Warrant exercise price $6.00 per share Initial exercise price, subject to anti-dilution adjustments

Shares held after transaction 4,360,857 shares Total Kodiak AI common shares held directly by AAC II Holdings II LP

Warrant expiration May 7, 2031 Expiry date of Kodiak AI warrant

Key Terms

subscription agreement, warrant, anti-dilution, beneficial ownership, +1 more

5 terms

subscription agreement financial

"Pursuant to a subscription agreement between Kodiak AI, Inc. and AAC II Holdings II LP, dated May 7, 2026, for an aggregate subscription amount of $4,999,995..."

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

warrant financial

"...and (ii) an accompanying warrant to purchase 769,230 shares of Common Stock initially exercisable at $6.00 per share..."

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

anti-dilution financial

"...initially exercisable at $6.00 per share of Common Stock, which exercise price is subject to certain anti-dilution and other adjustments."

A provision that protects an investor’s ownership stake or the value of convertible securities when a company issues new shares at a lower price. It adjusts the investor’s number of shares or the conversion price so their percentage of ownership or economic interest isn’t unfairly reduced — like getting a bigger slice of cake if the baker cuts more pieces, preserving your share of the whole.

beneficial ownership financial

"Each of the Ares Entities, Ares Holdings and AAC II Holdings may be deemed to share beneficial ownership of the securities directly held by AAC II Holdings..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"...but each of the foregoing disclaim beneficial ownership of such securities except to the extent of its respective pecuniary interest therein."

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

AAC II Holdings II LP

(Last) (First) (Middle)

C/O ARES MANAGEMENT LLC

245 PARK AVENUE, 44TH FLOOR

(Street)

NEW YORK NEW YORK 10167

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Kodiak AI, Inc. [ KDK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	05/08/2026		A		769,230(1)	A	(1)	4,360,857	D(2)(3)(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
Warrant (Right to Buy)	$6(1)	05/08/2026		A			769,230	05/07/2026	05/07/2031	Common Stock	769,230	(1)	769,230	D(2)(3)(4)

Explanation of Responses:

1. Pursuant to a subscription agreement between Kodiak AI, Inc. (the "Company") and AAC II Holdings II LP ( "AAC II Holdings"), dated May 7, 2026, for an aggregate subscription amount of $4,999,995, AAC II Holdings purchased (i) 769,230 shares of the Company's common stock, par value $0.0001 per share ("Common Stock") at a price per share of $6.50 per share, and (ii) an accompanying warrant to purchase 769,230 shares of Common Stock initially exercisable at $6.00 per share of Common Stock, which exercise price is subject to certain anti-dilution and other adjustments.

2. Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Voting LLC ("Ares Voting") and Ares Management GP LLC ("Ares Management GP"), which are respectively the holders of the Class B and Class C common stock of Ares Management Corporation ("Ares Management"), which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco LLC ("Ares Holdco" and together with each of the foregoing entities, the "Ares Entities."), which is the general partner of Ares Holdings L.P. ("Ares Holdings").

3. Ares Holdings is the general partner of AAC II Holdings II LP. Each of the Ares Entities, Ares Holdings and AAC II Holdings may be deemed to share beneficial ownership of the securities directly held by AAC II Holdings but each of the foregoing disclaim beneficial ownership of such securities except to the extent of its respective pecuniary interest therein.

4. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over the Board Members' decisions. Each of these individuals expressly disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners, except to the extent of their respective pecuniary interest therein. The principal business office of the Ares Entities, Ares Holdings and AAC II Holdings is c/o Ares Management LLC, 245 Park Avenue, 44th Floor, New York, NY 10167.

	/s/Anton Feingold, as Authorized Signatory	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did AAC II Holdings II LP report for Kodiak AI (KDK)?

AAC II Holdings II LP reported acquiring 769,230 Kodiak AI common shares and a warrant for 769,230 additional shares. The transaction stems from a subscription agreement with an aggregate subscription amount of $4,999,995 dated May 7, 2026.

At what prices did AAC II Holdings II LP invest in Kodiak AI (KDK) shares and warrants?

AAC II Holdings II LP purchased 769,230 Kodiak AI common shares at $6.50 per share and received an accompanying warrant initially exercisable at $6.00 per share. The warrant’s exercise price is subject to anti-dilution and other adjustments under the subscription terms.

How many Kodiak AI (KDK) shares does AAC II Holdings II LP hold after this Form 4?

Following the reported transactions, AAC II Holdings II LP directly holds 4,360,857 shares of Kodiak AI common stock. It also holds a warrant to purchase an additional 769,230 common shares, providing potential future equity exposure if the warrant is exercised.

What are the key terms of the Kodiak AI (KDK) warrant issued to AAC II Holdings II LP?

The warrant allows AAC II Holdings II LP to purchase 769,230 Kodiak AI common shares at an initial exercise price of $6.00 per share. The exercise price is adjustable for anti-dilution and other provisions and the warrant expires on May 7, 2031.

How are Ares entities related to the Kodiak AI (KDK) shares held by AAC II Holdings II LP?

Footnotes explain that various Ares entities ultimately control AAC II Holdings II LP and may be deemed to share beneficial ownership of its Kodiak AI securities. Each Ares entity and related individuals disclaim beneficial ownership except to the extent of their pecuniary interests.

Was the Kodiak AI (KDK) insider transaction an open-market trade?

No, the acquisition was made under a subscription agreement rather than via open-market trading. The Form 4 classifies both the common stock and warrant entries as grant or award acquisitions, reflecting a structured investment instead of secondary-market purchases or sales.