SCHEDULE: Ares Affiliates Disclose 15.5% Stake in Kodiak AI

Ares Acquisition Holdings II LP and AAC II Holdings II LP have jointly disclosed a combined 15.5% beneficial ownership stake in Kodiak AI, Inc.

Summary

• Ares Acquisition Holdings II LP and AAC II Holdings II LP, collectively referred to as "Reporting Persons," have filed a Schedule 13G disclosing their beneficial ownership in Kodiak AI, Inc.
• Ares Acquisition Holdings II LP beneficially owns 26,800,000 shares, representing 13.7% of Kodiak AI's Common Stock. This includes 12,500,000 shares of Common Stock and 14,300,000 private placement warrants exercisable on October 24, 2025.
• AAC II Holdings II LP beneficially owns 3,591,627 shares, representing 1.8% of Kodiak AI's Common Stock.
• In aggregate, the Reporting Persons hold 16,091,627 shares of Common Stock and 14,300,000 shares issuable upon warrant exercise, totaling 15.5% of Kodiak AI's Common Stock.
• The percentage of class is calculated based on 181,207,392 shares outstanding as of September 24, 2025, plus the 14,300,000 shares issuable from warrants.
• Both reporting entities are managed by affiliates of Ares Management Corporation, with a detailed ownership and control structure outlined, including Antony P. Ressler's veto authority over Ares Partners Board Members' decisions.

Sentiment

Score: 6

Explanation: The filing is a factual disclosure of beneficial ownership by institutional investors. While not directly impacting operational performance, a significant stake by Ares Management affiliates could be perceived as a positive signal of investor confidence. The potential for warrant exercise could lead to dilution but also represents a future capital inflow.

Positives

• A significant institutional investor, Ares Management affiliates, has disclosed a substantial stake (15.5%) in Kodiak AI, Inc., potentially signaling confidence in the company's future.
• The ownership includes a significant number of private placement warrants, indicating a long-term investment horizon and potential future capital injection upon exercise.

Risks

• The beneficial ownership includes 14,300,000 private placement warrants which became exercisable on October 24, 2025. The exercise of these warrants could lead to dilution for existing shareholders if the shares are issued.
• The concentration of significant voting and dispositive power (15.5% combined) with Ares affiliates could influence corporate decisions and potentially limit the influence of other shareholders.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain explicit forward-looking statements or guidance regarding Kodiak AI, Inc.'s future operations or financial performance. However, the exercisability of private placement warrants on October 24, 2025, indicates a future potential increase in outstanding shares.

Industry Context

This filing indicates a significant investment by affiliates of Ares Management Corporation, a global alternative investment manager, in Kodiak AI, Inc. Such a substantial stake (15.5%) by a prominent financial institution can be viewed as a vote of confidence in the company's market position and future prospects within its industry. It suggests that institutional capital is being deployed into Kodiak AI, potentially reflecting broader investment trends in the sector.

Corporate Governance

Related Party Transactions

• The filing details the intricate relationship between the two reporting persons, Ares Acquisition Holdings II LP and AAC II Holdings II LP, stating they are jointly filing and are both managed by affiliates of Ares Management Corporation. This establishes them as related parties under the umbrella of Ares.
• The filing further outlines the control structure within Ares, identifying Ares Holdings L.P. as the general partner for both reporting entities (directly or indirectly) and Ares Management GP LLC and Ares Voting LLC as controlling entities of Ares, ultimately managed by the Ares Partners Board Members, with Antony P. Ressler having veto authority. This clarifies the chain of control among these related entities.

Stakeholder Impact

• Shareholders: The disclosure of a significant 15.5% stake by institutional investors could be seen as a positive signal, potentially increasing investor confidence. However, the future exercise of 14,300,000 warrants could lead to dilution of existing shareholders' ownership percentage. The concentration of voting power with Ares affiliates might also influence corporate decisions.
• Management: The presence of a large institutional investor like Ares Management could bring increased scrutiny and influence over strategic decisions and corporate governance.

Key Dates

Keywords

Kodiak AI Inc., Ares Acquisition Holdings II LP, AAC II Holdings II LP, Schedule 13G, Beneficial Ownership, Common Stock, Private Placement Warrants, Institutional Investor, SEC Filing, Equity Stake