Wendel Andreas 4

Accession 0002082817-25-000004

CIK 0001853138other

View on SEC.gov Company Profile

Filed

Sep 23, 8:00 PM ET

Accepted

Sep 24, 9:54 PM ET

Size

27.1 KB

Accession

0002082817-25-000004

Insider Transaction Report

Form 4

Period: 2025-09-24

Kodiak Al, Inc.KDK

Wendel Andreas

Chief Technology Officer

Transactions

Award
Stock Option (Right to buy)
2025-09-24+134,055→ 134,055 total
Exercise: $0.35Exp: 2031-04-20→ Common Stock (134,055 underlying)
Award
Stock Option (Right to buy)
2025-09-24+662,311→ 662,311 total
Exercise: $0.47Exp: 2034-08-20→ Common Stock (662,311 underlying)
Award
Stock Option (Right to buy)
2025-09-24+142,878→ 142,878 total
Exercise: $6.84Exp: 2035-06-26→ Common Stock (142,878 underlying)
Award
Restricted Stock Units
2025-09-24+142,878→ 142,878 total
→ Common Stock (142,878 underlying)
Award
Common Stock
2025-09-24+4,305,573→ 4,305,573 total
Award
Stock Option (Right to buy)
2025-09-24+4,397,976→ 4,397,976 total
Exercise: $0.68Exp: 2032-02-08→ Common Stock (4,397,976 underlying)
Award
Restricted Stock Units
2025-09-24+134,055→ 134,055 total
→ Common Stock (134,055 underlying)
Award
Restricted Stock Units
2025-09-24+4,397,976→ 4,397,976 total
→ Common Stock (4,397,976 underlying)
Award
Restricted Stock Units
2025-09-24+662,311→ 662,311 total
→ Common Stock (662,311 underlying)

Footnotes (12)

[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").
[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.
[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.

Documents

1 file

4
form4-09252025_010952.xmlPrimary

Issuer

Kodiak Al, Inc.

CIK 0001853138

→

Entity typeother

Related Parties

filerCIK 0002082817

Filing Metadata

Form type: 4
Filed: Sep 23, 8:00 PM ET
Accepted: Sep 24, 9:54 PM ET
Size: 27.1 KB

View on SEC.gov