4//SEC Filing
Burnette Donald L. 4
Accession 0002080471-25-000004
CIK 0001853138other
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 9:49 PM ET
Size
13.5 KB
Accession
0002080471-25-000004
Insider Transaction Report
Form 4
Burnette Donald L.
DirectorChief Executive Officer
Transactions
- Award
Common Stock
2025-09-24+1,385,765→ 1,385,765 total(indirect: See footnote) - Award
Restricted Stock Units
2025-09-24+1,017,084→ 1,017,084 total→ Common Stock (1,017,084 underlying) - Award
Common Stock
2025-09-24+25,915,204→ 25,915,204 total - Award
Stock Option (Right to buy)
2025-09-24+1,017,084→ 1,017,084 totalExercise: $6.84Exp: 2035-06-26→ Common Stock (1,017,084 underlying)
Footnotes (7)
- [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]The shares are held by Citizens Trust Company of Delaware, Trustee of the Burnette Family Irrevocable Trust dated August 11, 2025.
- [F4]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.
- [F5]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.
- [F6]These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock.
- [F7]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 (4) above.
Documents
Issuer
Kodiak Al, Inc.
CIK 0001853138
Entity typeother
Related Parties
1- filerCIK 0002080471
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 9:49 PM ET
- Size
- 13.5 KB