Ares Acquisition Holdings II LP Exercises Options at Kodiak AI Inc (KDK) — SEC Form 4, Sep 26, 2025

SEC Form 4 · No Market Transaction
Option Exercise

Derivative exercise — no open market transaction.

Reporting Owner
TXN 2025-09-23 · FILED 2025-09-26
Equity Position 12.5M sh 0 → 12,500,000
Filing Lag 3 business days late vs 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Filing Date
2025-09-26
Report Date
2025-09-26
Accession No.
0001193125-25-218228
Accepted At
2025-09-26 01:15 UTC
Reporting Owner
Name Relationship
Ares Acquisition Holdings II LP CIK 0001853103
10% Owner
Ares Acquisition Holdings II LP at Kodiak AI Inc Full insider history
Bought (12 mo) —
Sold (12 mo) —
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Non-Derivative Securities Transactions
Title Date Type Shares Price Net Total Post-Txn Ownership
Common StockF1F2F1F2F3F4F5F6 2025-09-23 M - Exercise 12,500,000 A — 12,500,000 Direct
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Class A ordinary sharesF1F2F1F2F1F2F1F2F3F4F5F6 2025-09-23 C - Conversion 12,500,000 D 12,500,000 Common Stock Direct
Derivative Holdings
Title Amount Exercise Price Expiration
Warrant (Right to Buy)F7F3F4F5F6 Common Stock 14,300,000 $11.50 2030-09-24
Footnotes (7)
F1
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. (the "Issuer") (f/k/a Ares Acquisition Corporation II ("AACT")), 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"), on September 23, 2025, AACT effected a deregistration under Article 47 of AACT's amended and restated memorandum and articles of association and Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, Show more
F2
(Continued from footnote 1) pursuant to which AACT's jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware. Effective upon the Domestication, the continuing entity was renamed "Kodiak AI, Inc." and the reporting person now holds shares in the Issuer, Kodiak AI, Inc., rather than in a Cayman Islands company. Show more
F3
Ares Acquisition Holdings II LP, the sponsor, is a Cayman Islands exempted limited partnership managed by affiliates of Ares Management Corporation (Ares"). Ares Acquisition Holdings II is the general partner of the sponsor. Ares Holdings L.P. is the sole shareholder of Ares Acquisition Holdings II. Ares Holdings L.P. is an indirect subsidiary of Ares. Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares (the "Ares Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares (the "Ares Class C Common Stock"). Show more
F4
(Continued from Footnote 3) Pursuant to Ares's Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). 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. Mr. Ressler generally has veto authority over board decisions. Show more
F5
Each of Ares Partners, Ares Management GP and Ares Voting (collectively, the "Ares Entities"), and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. Show more
F6
The address of each Ares Entity is 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067. Show more
F7
Represents warrants which were acquired and have been continually held since AACT's initial public offering. The warrants become exercisable 30 days after the completion of the Business Combination, which will be October 24, 2025. Show more
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