Form 4: Kodiak AI Director Reports Significant Share Acquisition

Scott R. Tobin, a director of Kodiak AI, Inc., reported the indirect acquisition of over 11.3 million shares of common stock following a business combination.

Summary

• Scott R. Tobin, a director of Kodiak AI, Inc. (KDK), filed a Form 4 reporting changes in his beneficial ownership.
• The reported transactions occurred on September 24, 2025, and involved the acquisition of common stock.
• These acquisitions are a direct result of a Business Combination Agreement dated April 14, 2025.
• The agreement involved Kodiak AI, Inc. (formerly Ares Acquisition Corporation II) and Kodiak Robotics, Inc. ('Legacy Kodiak').
• A merger sub, a wholly-owned subsidiary of Kodiak AI, Inc., merged with Legacy Kodiak, making Legacy Kodiak a wholly-owned subsidiary of Kodiak AI, Inc.
• Each share of Legacy Kodiak common stock was converted into the right to receive shares of Kodiak AI, Inc. common stock.
• Tobin indirectly acquired 11,140,899 shares of Common Stock through Battery Ventures XII, L.P.
• Tobin also indirectly acquired 215,770 shares of Common Stock through Battery Investment Partners XII, LLC.
• The total indirect acquisition amounts to 11,356,669 shares of Kodiak AI, Inc. common stock.
• Tobin disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Sentiment

Score: 5

Explanation: Neutral, as this is a mandatory disclosure of an insider transaction resulting from a pre-announced business combination, not an indication of company performance or strategic shift.

Positives

• The completion of the business combination signifies a strategic milestone for Kodiak AI, Inc.
• The director's significant indirect ownership aligns his interests with those of other shareholders.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding future financial performance or strategic direction.

Management Comments

• The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 for any other purpose.

Industry Context

The business combination indicates a consolidation or strategic expansion within the AI and robotics sector, a common trend for growth and market positioning in technology-driven industries.

Related Party Transactions

• Scott R. Tobin, a director, indirectly holds shares through Battery Ventures XII, L.P. and Battery Investment Partners XII, LLC, where he is a managing member of their general partner, Battery Partners XII, LLC. This structure represents a related party arrangement for beneficial ownership.

Stakeholder Impact

• Shareholders of Legacy Kodiak received shares in Kodiak AI, Inc. as part of the business combination.
• The reporting person's significant indirect ownership aligns his interests with other shareholders, potentially fostering confidence in the company's long-term prospects.

Key Dates

Keywords

Kodiak AI, KDK, Scott R. Tobin, Form 4, beneficial ownership, business combination, merger, Battery Ventures, common stock, insider transaction