Andreas Wendel - 24 Sep 2025 Form 4 Insider Report for Kodiak Al, Inc. (AACT)

Role
Chief Technology Officer
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, 21:54:56 UTC
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Wendel Andreas Chief Technology Officer C/O KODIAK AI, INC., 1049 TERRA BELLA AVENUE, MOUNTAIN VIEW /s/ Bobby Brown, by power of attorney 24 Sep 2025 0002082817
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 +4,305,573 4,305,573 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 +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 +4,397,976 4,397,976 24 Sep 2025 Common Stock 4,397,976 $0.6794 Direct F1, F4, F5
transaction KDK Stock Option (Right to buy) Award +662,311 662,311 24 Sep 2025 Common Stock 662,311 $0.4680 Direct F1, F4, F6
transaction KDK Stock Option (Right to buy) Award +142,878 142,878 24 Sep 2025 Common Stock 142,878 $6.84 Direct F1, F4, F7
transaction KDK Restricted Stock Units Award $0 +134,055 $0.000000 134,055 24 Sep 2025 Common Stock 134,055 Direct F8, F9
transaction KDK Restricted Stock Units Award $0 +4,397,976 $0.000000 4,397,976 24 Sep 2025 Common Stock 4,397,976 Direct F8, F10
transaction KDK Restricted Stock Units Award $0 +662,311 $0.000000 662,311 24 Sep 2025 Common Stock 662,311 Direct F8, F11
transaction KDK Restricted Stock Units Award $0 +142,878 $0.000000 142,878 24 Sep 2025 Common Stock 142,878 Direct F8, F12
* 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 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.
F7 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.
F8 These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock.
F9 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.
F10 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.
F11 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.
F12 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.