SCHEDULE: Kodiak AI CEO Burnette Discloses 15.1% Stake Post-Merger

Kodiak AI, Inc. CEO Donald L. Burnette has disclosed a 15.1% beneficial ownership stake in the company following its business combination with Legacy Kodiak.

Summary

• Donald L. Burnette, CEO and a director of Kodiak AI, Inc., beneficially owns 27,300,969 shares of the company's Common Stock, representing 15.1% of the outstanding shares.
• This ownership was acquired through a Business Combination Agreement, which closed on September 24, 2025, merging Legacy Kodiak into a subsidiary of Kodiak AI, Inc. (f/k/a Ares Acquisition Corporation II).
• The total outstanding shares of Common Stock for Kodiak AI, Inc. as of September 24, 2025, immediately after the Business Combination, were 181,207,392.
• Burnette directly holds 25,915,204 shares with sole voting and dispositive power.
• An additional 1,385,765 shares are held by the Burnette Family Irrevocable Trust, with shared voting and dispositive power between Donald L. Burnette and Chelsea Burnette.
• Burnette also holds unvested options for 1,017,084 shares and restricted stock units (Earn Out RSUs) for 349,425 shares, both subject to vesting conditions.
• He is eligible to receive up to 8,903,370 additional Earn Out Securities, and the Burnette Family Trust is eligible for up to 476,088 Earn Out Securities, contingent on the Issuer's stock price reaching $18.00, $23.00, and $28.00 thresholds by September 24, 2029, or a change of control.

Sentiment

Score: 7

Explanation: The filing indicates strong insider ownership by the CEO post-merger, which is generally a positive signal of confidence in the company's future. The structure of earn-out shares also aligns management incentives with shareholder value creation. However, the lock-up period and performance-based vesting introduce some limitations and market-dependent risks.

Positives

• Donald L. Burnette, the CEO, holds a significant beneficial ownership of 15.1% in Kodiak AI, Inc., indicating strong alignment of interests with shareholders.
• The potential for Burnette to acquire additional shares through unvested options, restricted stock units, and earn-out securities provides an incentive for long-term value creation.
• The company has entered into an Amended and Restated Registration Rights Agreement, which will facilitate future liquidity for major shareholders, including Burnette, by enabling the registration and resale of their securities.

Negatives

• A lock-up obligation restricts the transfer of securities received in the Business Combination until the earlier of September 24, 2026, or specific market conditions, limiting immediate liquidity for Burnette and other holders.
• A significant portion of Burnette's potential future share acquisition (Earn Out RSUs and Earn Out Securities) is subject to performance-based vesting conditions tied to the Issuer's stock price reaching specific thresholds ($18.00, $23.00, $28.00), introducing market risk.

Risks

• Market Price Volatility: The vesting of Earn Out RSUs and the eligibility for Earn Out Securities are contingent on the Issuer's Common Stock achieving specific price thresholds ($18.00, $23.00, $28.00) within a defined timeframe (by September 24, 2029), exposing the value of these incentives to market fluctuations.
• Liquidity Restrictions: A lock-up period prevents the transfer of securities received in the Business Combination until September 24, 2026, or until the stock price reaches $12.00 for 20 of 30 consecutive trading days on or after February 21, 2026, limiting the ability of the Reporting Person to sell shares.
• Service-Based Vesting: A portion of Burnette's options and restricted stock units are subject to service-based vesting conditions, requiring his continued employment as a service provider.

Future Outlook

Donald L. Burnette may influence Kodiak AI, Inc.'s corporate activities as CEO and a board member. He reserves the right to formulate future plans, including purchasing or selling additional securities, or entering into derivative transactions, subject to company policies and securities law. A significant portion of his potential future equity is tied to the Issuer's stock price reaching $18.00, $23.00, and $28.00 thresholds by September 24, 2029, or a change of control, and also to his continued service. The company is obligated to file a registration statement to allow for the resale of certain securities held by major shareholders.

Management Comments

• "The Reporting Person serves as Chief Executive Officer of the Issuer and as a member of the Issuer's board of directors and, in such capacities, may have influence over the corporate activities of the Issuer."
• "Subject to the Issuer's Bylaws... and the Issuer's Insider Trading Policy..., the Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances."
• "The Reporting Person reserves the right to formulate in the future plans or proposals that may relate to or result in the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D."

Industry Context

NA

Management Changes

Corporate Governance

Related Party Transactions

• Shares held by Citizens Trust Company of Delaware, Trustee of the Burnette Family Irrevocable Trust dated August 11, 2025, with shared voting and dispositive power between Donald L. Burnette and Chelsea Burnette.
• Eligibility for the Burnette Family Trust to receive up to 476,088 Earn Out Securities, subject to performance milestones.

Stakeholder Impact

• Shareholders: The significant insider ownership by the CEO may instill confidence. The lock-up provisions temporarily restrict liquidity for certain shareholders but aim for market stability. The registration rights agreement will facilitate future liquidity for major shareholders. The performance-based earn-out structure aligns management incentives with shareholder value.
• Management/Employees: Donald L. Burnette's role as CEO and board member is confirmed, with a substantial equity stake and performance-based incentives tied to the company's stock price and his continued service.

Next Steps

• Kodiak AI, Inc. is obligated to file a registration statement to register the resale of certain securities held by major shareholders, including Donald L. Burnette.
• Donald L. Burnette's unvested options will begin vesting on December 30, 2025, with subsequent monthly vesting.
• The performance-based vesting conditions for Earn Out RSUs and Earn Out Securities will be monitored, with thresholds of $18.00, $23.00, and $28.00 to be met by September 24, 2029.
• The lock-up period for transferred securities will continue until September 24, 2026, unless the early release condition (stock price >= $12.00 for 20/30 trading days on or after February 21, 2026) is met.
• Donald L. Burnette may, in the future, purchase or sell additional securities of the Issuer or enter into derivative transactions, subject to company policies and securities laws.

Key Dates

Recommendation

The filing is a mandatory disclosure of beneficial ownership following a business combination, not a performance report. While the CEO's significant stake and performance-aligned incentives are positive signals, a Schedule 13D alone does not provide enough financial or operational detail to issue a "buy" or "sell" recommendation. It confirms insider confidence and a structured path for future equity, suggesting a "hold" for existing investors and further due diligence for potential new investors.

Keywords

Kodiak AI, Donald L. Burnette, Schedule 13D, beneficial ownership, business combination, merger, common stock, CEO, board of directors, earn-out, vesting, lock-up, registration rights, KDK, Ares Acquisition Corporation II