Jordan S. Coleman - 24 Sep 2025 Form 4 Insider Report for Kodiak Al, Inc. (AACT)

Signature
/s/ Bobby Brown, by power of attorney
Issuer symbol
AACT
Transactions as of
24 Sep 2025
Net transactions value
$0
Form type
4
Filing time
24 Sep 2025, 21:50:17 UTC

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Coleman Jordan S. Chief Legal and Policy Officer C/O KODIAK AI, INC., 1049 TERRA BELLA AVENUE, MOUNTAIN VIEW /s/ Bobby Brown, by power of attorney 24 Sep 2025 0002080470
This filing has been restated, see here for the amended filing

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KDK Common Stock Award +4,471 4,471 24 Sep 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KDK Stock Option (Right to buy) Award +665,019 665,019 24 Sep 2025 Common Stock 665,019 $0.5133 Direct F1, F3, F4
transaction KDK Stock Option (Right to buy) Award +134,055 134,055 24 Sep 2025 Common Stock 134,055 $0.3472 Direct F1, F3, F4
transaction KDK Stock Option (Right to buy) Award +732,996 732,996 24 Sep 2025 Common Stock 732,996 $0.6794 Direct F1, F4, F5
transaction KDK Stock Option (Right to buy) Award +132,461 132,461 24 Sep 2025 Common Stock 132,461 $0.6794 Direct F1, F4, F6
transaction KDK Stock Option (Right to buy) Award +366,498 366,498 24 Sep 2025 Common Stock 366,498 $0.6794 Direct F1, F4, F7
transaction KDK Stock Option (Right to buy) Award +732,996 732,996 24 Sep 2025 Common Stock 732,996 $0.6794 Direct F1, F4, F8
transaction KDK Stock Option (Right to buy) Award +141,293 141,293 24 Sep 2025 Common Stock 141,293 $0.6794 Direct F1, F4, F9
transaction KDK Stock Option (Right to buy) Award +662,311 662,311 24 Sep 2025 Common Stock 662,311 $0.4680 Direct F1, F4, F10
transaction KDK Stock Option (Right to buy) Award +142,878 142,878 24 Sep 2025 Common Stock 142,878 $6.84 Direct F1, F4, F11
transaction KDK Restricted Stock Units Award $0 +665,019 $0.000000 665,019 24 Sep 2025 Common Stock 665,019 Direct F12, F13
transaction KDK Restricted Stock Units Award $0 +134,055 $0.000000 134,055 24 Sep 2025 Common Stock 134,055 Direct F12, F13
transaction KDK Restricted Stock Units Award $0 +732,996 $0.000000 732,996 24 Sep 2025 Common Stock 732,996 Direct F12, F14
transaction KDK Restricted Stock Units Award $0 +132,461 $0.000000 132,461 24 Sep 2025 Common Stock 132,461 Direct F12, F15
transaction KDK Restricted Stock Units Award $0 +366,498 $0.000000 366,498 24 Sep 2025 Common Stock 366,498 Direct F12, F16
transaction KDK Restricted Stock Units Award $0 +732,996 $0.000000 732,996 24 Sep 2025 Common Stock 732,996 Direct F12, F17
transaction KDK Restricted Stock Units Award $0 +141,293 $0.000000 141,293 24 Sep 2025 Common Stock 141,293 Direct F12, F18
transaction KDK Restricted Stock Units Award $0 +662,311 $0.000000 662,311 24 Sep 2025 Common Stock 662,311 Direct F12, F19
transaction KDK Restricted Stock Units Award $0 +142,878 $0.000000 142,878 24 Sep 2025 Common Stock 142,878 Direct F12, F20
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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").
F2 In connection with the closing of the Business Combination, each share of Legacy Kodiak common stock ("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 (the ratio of such conversion, the "Common Stock Exchange Ratio").
F3 All of the shares subject to this option are fully vested and exercisable as of the date hereof.
F4 In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Kodiak Common Stock, whether vested or unvested, was exchanged for a comparable option to purchase that number of shares of Common Stock of the Issuer based on the Common Stock Exchange Ratio. The exercise price for each such option was also accordingly adjusted based on the Common Stock Exchange Ratio.
F5 1/8th of the shares subject to the option vested on June 15, 2022 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F6 1/8th of the shares subject to the option vested on December 15, 2022 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F7 1/8th of the shares subject to the option vested on June 15, 2023 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F8 1/8th of the shares subject to the option vested on September 8, 2023 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F9 1/8th of the shares subject to the option vested on December 15, 2023 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F10 1/8th of the shares subject to the option vested on January 1, 2025 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F11 1/8th of the shares subject to the option vest on December 30, 2025 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F12 These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock.
F13 The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (3) above, subject to the Reporting Person continuing as a service provider through each such date.
F14 The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (5) above.
F15 The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (6) above.
F16 The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (7) above.
F17 The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (8) above.
F18 The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (9) above.
F19 The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (10) above.
F20 The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (11) above.