09/24/2025 | Press release | Distributed by Public on 09/24/2025 19:56
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to buy) | $0.6794 | 09/24/2025 | A(1) | 409,355 | (3) | 12/22/2031 | Common Stock | 409,355 | (4) | 409,355 | D | ||||
Stock Option (Right to buy) | $0.6794 | 09/24/2025 | A(1) | 88,307 | (5) | 06/01/2032 | Common Stock | 88,307 | (4) | 88,307 | D | ||||
Stock Option (Right to buy) | $0.6794 | 09/24/2025 | A(1) | 366,498 | (6) | 12/17/2032 | Common Stock | 366,498 | (4) | 366,498 | D | ||||
Stock Option (Right to buy) | $0.6794 | 09/24/2025 | A(1) | 132,461 | (7) | 08/29/2033 | Common Stock | 132,461 | (4) | 132,461 | D | ||||
Stock Option (Right to buy) | $0.468 | 09/24/2025 | A(1) | 1,040,168 | (8) | 08/20/2034 | Common Stock | 1,040,168 | (4) | 1,040,168 | D | ||||
Stock Option (Right to buy) | $6.8388 | 09/24/2025 | A(1) | 428,629 | (9) | 06/26/2035 | Common Stock | 428,629 | (4) | 428,629 | D | ||||
Restricted Stock Units | (10) | 09/24/2025 | A | 409,355 | (11) | (11) | Common Stock | 409,355 | $ 0 | 409,355 | D | ||||
Restricted Stock Units | (10) | 09/24/2025 | A | 88,307 | (12) | (11) | Common Stock | 88,307 | $ 0 | 88,307 | D | ||||
Restricted Stock Units | (10) | 09/24/2025 | A | 366,498 | (13) | (13) | Common Stock | 366,498 | $ 0 | 366,498 | D | ||||
Restricted Stock Units | (10) | 09/24/2025 | A | 132,461 | (14) | (14) | Common Stock | 132,461 | $ 0 | 132,461 | D | ||||
Restricted Stock Units | (10) | 09/24/2025 | A | 1,040,168 | (15) | (15) | Common Stock | 1,040,168 | $ 0 | 1,040,168 | D | ||||
Restricted Stock Units | (10) | 09/24/2025 | A | 428,629 | (16) | (16) | Common Stock | 428,629 | $ 0 | 428,629 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wiesinger Michael C/O KODIAK AI, INC. 1049 TERRA BELLA AVENUE MOUNTAIN VIEW, CA 94043 |
Chief Operating Officer |
/s/ Bobby Brown, by power of attorney | 09/24/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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"). |
(2) | 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"). |
(3) | 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. |
(4) | 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. |
(5) | 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. |
(6) | 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. |
(7) | 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. |
(8) | 1/8th of the shares subject to the option vested on September 1, 2024 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. |
(9) | 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. |
(10) | These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. |
(11) | 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. |
(12) | 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, subject to the Reporting Person continuing as a service provider through each such date. |
(13) | 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. |
(14) | 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. |
(15) | 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. |
(16) | 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. |