Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Kodiak AI, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
500081104 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 500081104 |
| 1 | Names of Reporting Persons
Ares Acquisition Holdings II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,800,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
13.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported aggregate amount consists of (i) 12,500,000 shares of Common Stock, par value $0.0001 per share ("Common Stock") and (ii) 14,300,000 private placement warrants to purchase one share of Common Stock at $11.50 per share, which became exercisable on October 24, 2025 ("Private Placement Warrants"). The reported percent of class is calculated based upon 181,207,392 shares of Common Stock outstanding as of September 24, 2025, as reported by the Issuer in its Form S-1 filed on October 10, 2025, as increased by 14,300,000 shares of Common Stock issuable in respect of 14,300,000 Private Placement Warrants held by the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. | 500081104 |
| 1 | Names of Reporting Persons
AAC II Holdings II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,591,627.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported percent of class is calculated based upon 181,207,392 shares of Common Stock outstanding as of September 24, 2025, as reported by the Issuer in its Form S-1 filed on October 10, 2025, as increased by 14,300,000 shares of Common Stock issuable in respect of 14,300,000 Private Placement Warrants held by Ares Acquisition Holdings II LP.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Kodiak AI, Inc. | |
| (b) | Address of issuer's principal executive offices:
1049 Terra Bella Avenue, Mountain View, California 94043 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is jointly filed by Ares Acquisition Holdings II LP and AAC II Holdings II LP, referred to in this filing as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 | |
| (c) | Citizenship:
See response to Item 4 on the cover page. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
500081104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page. Ares Acquisition Holdings II LP directly holds 12,500,000 shares of Common Stock and 14,300,000 shares of Common Stock issuable upon exercise of 14,300,000 Private Placement Warrants. AAC II Holdings II LP directly holds 3,591,627 shares of Common Stock. In the aggregate, the Reporting Persons hold 16,091,627 shares of Common Stock and 14,300,000 shares of Common Stock issuable upon the exercise of 14,300,000 Private Placement Warrants, representing 15.5% of the Common Stock. Ares Acquisition Holdings II LP is a Cayman Islands exempted limited partnership managed by affiliates of Ares Management Corporation ("Ares"). AAC II Holdings II LP is a Delaware limited partnership managed by affiliates of Ares. Ares Acquisition Holdings II is the general partner of Ares Acquisition Holdings II LP. Ares Holdings L.P. is the sole shareholder of Ares Acquisition Holdings II and the general partner of AAC II Holdings II LP. Ares Holdings L.P. is an indirect subsidiary of Ares. Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares (the "Ares Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares (the "Ares Class C Common Stock"). Pursuant to Ares' Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Ares Partners Board Members"). Mr. Ressler generally has veto authority over decisions of the Ares Partners Board Members and therefore may be deemed to have beneficial ownership of the reported securities. This Statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. | |
| (b) | Percent of class:
See response to Item 11 on the cover page and the information set forth in Subsection (a) of this Item 4. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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