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Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-12 · 1041 added, 1060 removed, 51 unchanged (98% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Management’s Report on Internal Control over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).

Based on our assessments and those criteria, management determined that our internal control over financial reporting were effective as of December 31, 2024.

This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, regardless of how well they were designed and are operating, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the 2013 framework established in the “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on such assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding ICFR.

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the provisions of the Jumpstart Our Business Startups Act, which exempts emerging growth companies from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(f) or 15d-15(f) of the Exchange Act during the period covered by this Annual Report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

Other Information.

During the year ended December 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(a) of Regulation S-K.

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2025, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Directors, Executive Officers and Corporate Governance.

Our current directors and executive officers are as follows:

Name Age Position

57 Chief Executive Officer and Co-Chairman

Michael J Arougheti .

52 Co-Chairman

Jarrod Phillips .

47 Chief Financial Officer

Board Composition

Kodiak’s business and affairs are organized under the direction of our Board.

Our Board consists of seven members, with James Reed serving as Chair.

The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to Kodiak’s management.

Our Board meets on a regular basis and additionally as required.

In accordance with the terms of our Bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

For so long as our Board is classified and subject to the rights of the holders of our preferred stock, any director may be removed from office only for cause and only by the affirmative vote of the holders of a majority of the total voting power of all then-outstanding shares of Kodiak entitled to vote in the election of directors, voting as a single class.

The names, ages, and certain other information regarding our directors as of January 31, 2026 are set forth below:

Director Since

Chief Executive Officer and Class I Director

Mohamed Elshenawy (2)(3)

Class II Director

Kenneth Goldman (1)(3)

Class III Director

Class II Director

Allyson Satin (2)

39 Chief Operating Officer

Peter Ogilvie .

42 Executive Vice President of Strategy

Brad Coleman .

Felicia Thornton.

Kaplan serves as Chief Executive Officer and is a Co-Chairman of the board of directors of Ares Acquisition Corporation II.

Kaplan is a Co-Founder, Director and Partner of Ares Management Corporation.

He serves on several Ares Investment Committees including, among others, the Ares Private Equity Group’s Corporate Opportunities, Energy Opportunities and Extended Value Investment Committees and the Ares Credit Group’s Opportunistic Credit Investment Committee.

Kaplan joined Ares in 2003 from Shelter Capital Partners, LLC, where he was a Senior Principal from June 2000 to April 2003.

From 1991 through 2000, Mr.

Kaplan was a Senior Partner of Apollo Management, L.P.

and its affiliates.

Prior to Apollo, Mr.

Kaplan was a member of the Investment Banking Department at Donaldson, Lufkin & Jenrette Securities Corp.

Kaplan currently serves on the supervisory board of directors of MYT Netherlands Parent B.V., the parent entity of Mytheresa GmbH.

Kaplan also serves as a member of the board of directors of X-Energy Reactor Company, LLC and as the Chairman of the board of directors of the parent entity of Cooper’s Hawk Winery & Restaurants.

Kaplan’s previous public company board experience includes Floor & Decor Holdings, Inc., Maidenform Brands, Inc., where he served as the company’s Chairman, GNC Holdings, Inc., Dominick’s Supermarkets, Inc., Stream Global Services, Inc., Orchard Supply Hardware Stores Corporation, Smart & Final, Inc.

and Allied Waste Industries Inc.

Kaplan also currently serves as Chairman of the Board of Directors of Cedars-Sinai Medical Center, and is on the Board of Trustees at the Los Angeles County Museum of Art (LACMA).

Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan with a Bachelor of Business Administration degree, concentrating in Finance.

Class III Director

September 2025

Kristin Sverchek (1)(3)

Class I Director

Scott Tobin (1)(2)

Class II Director

September 2021

_____________________________

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

(3) Member of the Nominating and Corporate Governance Committee

Don Burnette serves as Kodiak’s Chief Executive Officer and a Class I Director .

Burnette served as Legacy Kodiak’s Chief Executive Officer from when he founded the company in April 2018 through the consummation of the Business Combination.

Burnette is one of the autonomous vehicle industry’s pioneers, with more than a decade of experience working on self-driving software development.

Prior to founding Legacy Kodiak, Mr.

Burnette served as a Software Technical Lead at Uber Technologies, Inc.

from November 2016 to March 2018.

Burnette was the co-founder of Ottomotto LLC, the first self-driving truck startup that was acquired by Uber in August 2016.

Prior to that, Mr.

Burnette worked at as a software technical lead for Google’s Self-Driving Car Project, Waymo LLC’s predecessor, from May 2010 to February 2016.

Burnette received Bachelor of Science degrees in Physics, Mathematics and Electrical Engineering, and a Master of Science degree in Physics from the University of Florida and a Master of Science degree in Robotics from Carnegie Mellon University.

We believe that Mr.

Burnette is qualified to serve on our Board due to his experience as our founder and Chief Executive Officer and his significant experience in the self-driving industry.

Mohamed Elshenawy serves as a Class II Director of Kodiak.

Elshenawy served as a director of Legacy Kodiak from July 2025 through the consummation of the Business Combination.

Elshenawy has served as the Chief Technology Officer of Hims & Hers Health, Inc., a telehealth company, since May 2025.

Prior to that, Mr.

Elshenawy served as President and Chief Technology Officer of Cruise LLC, a self-driving car company, from November 2023 to April 2025, as Executive Vice President from February 2022 to December 2023, and as Senior Vice President of

Engineering from December 2019 to February 2022.

Prior to that, Mr.

Elshenawy held leadership roles at Amazon.com, Inc., a multinational technology company.

Elshenawy earned dual Bachelor of Science degree in Computer Engineering and Electrical Engineering from Ain Shams University and an M.B.A.

from Texas A&M University-Commerce.

Elshenawy holds more than 10 patents across AI, robotics, and autonomous vehicles.

We believe Mr.

Kaplan is well qualified to serve as the Co-Chairman of our board of directors due to his knowledge of and extensive experience with leveraged finance, acquisitions and private equity investments, in addition to his service as a director of other public and private companies.

Michael J Arougheti serves as a Co-Chairman of the board of directors of Ares Acquisition Corporation II.

Arougheti is a Co-Founder, the Chief Executive Officer and a Director of Ares Management Corporation.

He is a member of the Ares Operating Committee, the Ares Enterprise Risk Committee and is on the Board of Directors of the Ares Charitable Foundation.

He additionally serves as Executive Vice President and Director of Ares Capital Corporation (“ARCC”).

Arougheti also is a member of the Ares Credit Group’s U.S.

Direct Lending and Pathfinder Investment Committees, the Ares Equity Income Opportunity Strategy Portfolio Review Committee and the Ares Sports, Media and Entertainment Investment Committee.

Prior to joining Ares in 2004, Mr.

Arougheti was employed by Royal Bank of Canada (“RBC”) from 2001 to 2004, where he was a Managing Partner of the Principal Finance Group of RBC Capital Partners and a member of the firm’s Mezzanine Investment Committee.

Arougheti oversaw an investment team that originated, managed and monitored a diverse portfolio of middle-market leveraged loans, senior and junior subordinated debt, preferred equity and common stock and warrants on behalf of RBC and other third-party institutional investors.

Arougheti joined RBC in October 2001 from Indosuez Capital, where he was a Principal and an Investment Committee member, responsible for originating, structuring and executing leveraged transactions across a broad range of products and asset classes.

Prior to joining Indosuez in 1994, Mr.

Arougheti worked at Kidder, Peabody & Co., where he was a member of the firm’s Mergers and Acquisitions Group.

Arougheti also serves on the board of directors of Operation HOPE, a not-for-profit organization focused on expanding economic opportunity in underserved communities through education and empowerment.

Additionally, he is a member of the PATH Organization Leadership Council.

Arougheti received a B.A.

in Ethics, Politics and Economics, cum laude, from Yale University.

Elshenawy is qualified to serve on our Board due to his extensive technical and leadership experience in the self-driving industry.

Kenneth Goldman serves as a Class III Director of Kodiak.

Goldman served as a director of Legacy Kodiak from May 2025 through the consummation of the Business Combination.

Goldman served as the President of Hillspire LLC, a family office management company from September 2017 through April 2022.

From October 2012 to June 2017, Mr.

Goldman served as the Chief Financial Officer of Yahoo!

Inc., a provider of internet content and services.

Prior to this, Mr.

Goldman was the Senior Vice President and Chief Financial Officer of Fortinet Inc.

FTNT), a provider of threat management technologies, from September 2007 to October 2012.

From January 2015 to December 2017, Mr.

Goldman served as a member of the PCAOB, Standing Advisory Group.

Goldman has been serving as a member of the PCAOB, Investor Advisory Group since he joined in February 2024.

From December 1999 to December 2003, Mr.

Goldman served on the Financial Accounting Standards Board’s primary advisory group.

Goldman currently serves on the boards of directors of Fortinet Inc., RingCentral, Inc., a provider of cloud-based communication and collaboration products and services, C3.ai, Inc., an enterprise artificial intelligence software company, and Wealthfront Corporation, a fintech company.

Goldman previously served on the board of directors of Zuora, Inc., an enterprise software company, NXP Semiconductors N.V., a semiconductor company, and TriNET Group, Inc., a human resources management company.

Goldman also served on the board of directors of the Value Reporting Foundation ("VRF”), which is responsible for the financing, oversight, administration and appointment of the VRF Standard Board, from July 2018 to July 2021.

Goldman holds a B.S.

in Electrical Engineering from Cornell University and an M.B.A.

from Harvard Business School.

We believe Mr.

Arougheti is well qualified to serve as the Co-Chairman of our board of directors due to his knowledge of and extensive experience in investment management, leveraged finance and financial services, which give the board valuable industry-specific knowledge and expertise on these and other matters and, in addition to his service as a director of other public companies.

Jarrod Phillips serves as Chief Financial Officer of Ares Acquisition Corporation II.

Phillips is a Partner and Chief Financial Officer of Ares Management Corporation.

He serves on the Ares Operating Committee and the Ares Enterprise Risk Committee.

Prior to this, he served as Chief Accounting Officer from January 2016 to July 2021.

Prior to joining Ares in 2016, Mr.

Phillips was a Partner at Deloitte & Touche LLP, where he focused on financial services and asset management assurance and advisory services.

Phillips was a member of the board of directors of Safe & Sound, a not-for-profit dedicated to the strengthening of families and ending child abuse from 2010 until 2021 and is currently a member of the board of directors of School On Wheels, a not-for-profit providing tutoring and mentoring to students experiencing homelessness.

Phillips holds a B.S.

from Virginia Polytechnic Institute and State University in Accounting.

Phillips holds a Certified Public Accountant license (inactive) in the State of California.

Allyson Satin serves as the Chief Operating Officer of Ares Acquisition Corporation II.

Goldman is qualified to serve on our Board based on his expertise in finance, including accounting and financial reporting, and his career experience managing human resources and legal functions.

Goldman also has over ten years of outside board experience at the aforementioned companies and numerous other public and private companies.

James Reed serves as a Class II Director of Kodiak.

Reed served as a director of Legacy Kodiak from May 2023 through the consummation of the Business Combination.

Reed has served as the Operating Partner and Senior Advisor for Banner Capital Management, LLC, a private equity firm, since May 2025.

Prior to that, Mr.

Reed served as the Vice President of Transportation of Walmart Inc.

from February 2024 to May 2025.

Prior to joining Walmart, Mr.

Reed served as the Chief Operating Officer at Legacy Kodiak from November 2022 to February 2024 and as President & Chief Executive Officer at USA Truck, Inc., a provider of transportation and logistics services which was acquired by DB Schenker in September 2022, from January 2017 to October 2022.

From October 2022 to April 2024, Mr.

Reed served on the board of directors of Moatable, Inc., an incubator of vertical industry SaaS businesses formerly known as Renren Inc.

Reed currently serves on board of directors of Loram Maintenance of Way, Inc., a railroad maintenance company.

Reed earned Bachelors of Arts degree in History and a Master of Business Administration, each from Brigham Young University.

We believe Mr.

Reed is qualified to serve on our Board due to his experience and expertise in the transportation, technology and finance industries.

Allyson Satin serves as a Class III Director of Kodiak.

Satin served as the Chief Operating Officer of AACT from its formation through the consummation of the Business Combination.

Satin is a Partner in the Ares Corporate Strategy Group of Ares Management Corporation, where she focuses on the firm’s SPAC business.

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Satin was an investment banking Analyst in the Global Financial Sponsors Group at Barclays Capital (formerly Lehman Brothers).

Satin currently serves as a member of the board of directors of X-Energy Reactor Company, LLC.

Satin holds a B.S.

from the University of California, Berkeley Haas School of Business in Business Administration.

Peter Ogilvie serves as the Executive Vice President of Strategy of Ares Acquisition Corporation II.

Ogilvie is a Partner and Head of the Ares Corporate Strategy Group of Ares Management Corporation.

Additionally, he serves as a member of the Ares Operating Committee and the Management Capital Markets Investment Committee.

Ogilvie co-founded the Corporate Strategy Group to drive growth and development across the Ares platform through acquisitions, balance sheet investments, partnerships and new team onboarding.

He has led the Corporate Strategy Group’s efforts on numerous transactions including the acquisition of Landmark Partners, the acquisition of American Capital, Ltd.

by Ares Capital Corporation, the business development company managed by Ares, the issuance of Ares first private backed note and the formation of Ares’ business partnership with Sumitomo Mitsui Banking Corporation.

Ogilvie is a board member of Vinci Partners Investments.

Prior to joining Ares in 2007, Mr.

Ogilvie worked in the Leveraged Finance and Restructuring Group at Credit Suisse.

Ogilvie holds a B.A.

from Yale University in Economics.

Brad Coleman serves as a director of Ares Acquisition Corporation II.

Coleman is a Partner of SLR Capital Partners, an independent boutique alternative asset manager focused on direct lending and asset-based specialty finance.

Coleman served as an Operating Partner at SLR Capital Partners from September 2023 to December 2023 and as a Senior Advisor to Hunter Point Capital from January 2023 to January 2024.

Previously, Mr.

Coleman served as Managing Director and Head of GP Coverage at Hunter Point Capital and prior to his role at Hunter Point Capital, Mr.

Coleman accumulated over 30 years of investment banking and capital markets experience at Citi and its predecessor firms, primarily focusing on Private Equity, the Alternative Asset Sector, and GP Solutions.

From August 1988 to March 2021, Mr.

Coleman served in various roles at Salomon Brothers and Citi, including Global Head of Asset Managers/Alternative Assets from May 2008 to January 2017 and Chairman of Global Asset Managers from February 2017 to March 2021.

Coleman holds a bachelor’s degree in Accounting from SUNY Albany and an MBA in Finance and Marketing from the University of Chicago, Booth School of Business.

We believe that Mr.

Coleman is well qualified to serve on our board of directors due to his extensive global origination and execution experience spanning various industries, including M&A, leveraged finance, equities, and GP-related transactions.

Hirz serves as a director of Ares Acquisition Corporation II.

Hirz serves as a member of the board of directors of Heritage Grocers Group and as a strategic advisor to Nexus Capital Management, a Los Angeles-based private equity firm.

Hirz served as President and Chief Executive Officer as well as a member the board of directors of Smart & Final Stores, Inc.

from January 2012 through January 2022.

Prior to that, from April 2010 to January 2012, Mr.

Hirz served as President and Chief Operating Officer of Smart & Final Stores, Inc.

Prior to joining Smart & Final Stores, Inc., Mr.

Hirz held executive positions with divisions of The Kroger Company, one of the world’s largest supermarket operators, including President of Food4Less, a national warehouse grocery store chain of The Kroger Company, and President of the Ralphs Grocery Company, the largest supermarket chain in southern California at the time.

Previously, Mr.

Hirz held a variety of store and operations management positions with several retail grocery companies.

Hirz received a B.B.A.

in Finance and Economics & Political Science from California State University, Fullerton.

We believe that Mr.

Hirz is well qualified to serve on our board of directors due to his significant senior leadership experience along with his extensive knowledge of the food retail and foodservice industries.

Felicia Thornton serves as a director of Ares Acquisition Corporation II.

Thornton currently serves as a member of the board of directors of PACTIV Evergreen Inc., which announced in December 2024 that it will combine with Novolex to create a leading platform in manufacturing food, beverage and specialty packaging products, where she currently serves as the

chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee.

Thornton is a member of the boards of directors and Chair of the Audit Committee of Convergint Technologies and CoolSys, Inc., both private companies.

Thornton also serves on the board of directors of Floor & Decor Holdings, Inc., a specialty retailer of hard surface flooring and related accessories, where she currently serves as the Chair of the Nominating and Corporate Governance Committee.

Previously, Ms.

Thornton served as Co-Chief Executive Officer, President and Chief Operating Officer and Board Advisor for DeMoulas Super Market, Inc., a supermarket chain, from June 2014 to December 2014 and as the Chief Executive Officer of Knowledge Universe U.S., a private childhood education company, from 2006 to 2011.

Thornton served as Chief Financial Officer and led overall strategy for Albertsons, a grocery and drugstore company, from 2001 to 2006.

Thornton served in a variety of executive strategic and financial roles from 1992 to 2000 for Ralphs Grocery Company, Inc., a grocery store chain, and for Fred Meyer, a retail supermarket company, both of which eventually became part of The Kroger Company, a global retailer of grocery, multi-department, discount, convenience and jewelry stores, where Ms.

Thornton served as Group Vice President responsible for retail operations.

Thornton has served as a member of the boards of directors of public and private companies, including Nordstrom, Inc., a luxury retailer, from November 2010 to May 2012, Knowledge Universe Education, Inc.

from November 2006 to May 2012, and the parent entity of 99 Cents Only Stores LLC from March 2023 to January 2025, in addition to having previously held various executive positions at 99 Cents Only Stores LLC.

Thornton is a fellow of the National Association of Corporate Directors (“NACD”), NACD Directorship Certification and a member of the Latino Corporate Director Association.

Thornton received a B.S.

in Economics from Santa Clara University and an M.B.A.

from the University of Southern California.

We believe that Ms.

Thornton is well qualified to serve on our board of directors due to her extensive experience in executive leadership positions in retail, and particularly in large high-growth multi-unit retailers, in addition to her service as a director of other public companies.

Number and Terms of Office of Officers and Directors

Our board of directors consists of five members.

Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual shareholder meeting) serving a three-year term.

In accordance with the NYSE corporate governance requirements, we are not required to hold an annual shareholder meeting until one year after our first fiscal year end following our listing on the NYSE.

The term of office of the first class of directors, consisting of Michael J Arougheti and Brad Coleman, will expire at our first annual shareholder meeting.

The term of office of the second class of directors, consisting of David B.

Kaplan and David G.

Hirz, will expire at our second annual shareholder meeting.

The term of office of the third class of directors, consisting of Felicia Thornton, will expire at our third annual shareholder meeting.

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by the vote of a majority of the remaining directors.

Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in the Initial Public Offering, our Sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as our Sponsor holds any securities covered by the registration and shareholder rights agreement.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice president, secretary, treasurer and such other offices as may be determined by the board of directors.

Director Independence

NYSE listing standards require that a majority of our board of directors be independent.

Our board of directors has determined that each of Brad Coleman, David G.

Hirz and Felicia Thornton are “independent directors” as defined in the NYSE listing standards and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors has three standing committees:

an audit committee, a nominating committee and a compensation committee.

Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee and the nominating

committee of a listed company be comprised solely of independent directors.

The charter of each committee is available on our website.

We believe Ms.

Satin is qualified to serve on our Board due to her knowledge of and extensive experience with leveraged finance, acquisitions and private equity investments, in addition to her service as a director of other companies.

Kristin Sverchek serves as a Class I Director of Kodiak.

Sverchek served as a director of Legacy Kodiak from May 2025 through the consummation of the Business Combination.

Sverchek was an Advisor at Lyft, Inc.

from August 2024 to November 2024, and President of Lyft from July 2023 to August 2024.

Prior to that, Ms.

Sverchek served as President of Business Affairs at Lyft from November 2021 to July 2023.

Prior to that, Ms.

Sverchek served as General Counsel at Lyft from November 2012 to October 2021 and Secretary from October 2015 to October 2021.

Sverchek has also served as Partner at Silicon Legal Strategy, P.C., a premier boutique law firm, from May 2011 to November 2012.

Sverchek earned a Bachelor of Arts degree in Molecular & Cell Biology from University of California, Berkeley and a Juris Doctorate from the University of California, College of the Law, San Francisco.

We believe Ms.

Sverchek is qualified to serve on our Board due to her extensive experience leading and advising high growth technology companies.

Scott Tobin serves as a Class II Director of Kodiak.

Tobin served as a director of Legacy Kodiak from September 2021 through the consummation of the Business Combination.

Tobin is a Senior Partner at Battery Ventures, a venture capital and private equity firm that he joined in 1997.

Tobin serves on the boards of directors of several private companies as well as Champions Oncology, Inc.

Tobin graduated with honors from Brandeis University with a Bachelor of Arts degree.

We believe Mr.

Tobin is qualified to serve on our Board due to his extensive corporate finance and venture capital and investment experience.

Executive Officers

The names, ages, and positions of our executive officers as of January 31, 2026 are set forth below:

Chief Executive Officer and Class I Director

Surajit Datta

Chief Financial Officer

Jordan Coleman

Chief Legal and Policy Officer

Zsuzsanna Major

Chief People Officer

Andreas Wendel

Chief Technology Officer

Michael Wiesinger

Chief Operating Officer

Don Burnette serves as Kodiak’s Chief Executive Officer and is a Class I Director .

For a biography of Mr.

Burnette, please see the above section titled “ Board Composition .”

Surajit Datta serves as Kodiak’s Chief Financial Officer.

Datta served as Legacy Kodiak’s Chief Financial Officer from August 2025 through the consummation of the Business Combination.

Prior to joining Legacy Kodiak, Mr.

Datta served as Vice President of Finance at SentinelOne, Inc., a cybersecurity company, from April 2022 to June 2025.

Prior to that, from July 2017 to April 2022, Mr.

Datta served at Arm Inc., a semiconductor IP company, as Vice President of Finance and Vice President of Corporate Development.

Datta received a B.

Tech in Chemical Engineering from the Indian Institute of Technology, Kharagpur, a PGDM in Finance and Marketing from the Indian Institute of Management, Calcutta, and an MBA in Finance and Accounting from the University of Chicago, Booth School of Business.

Jordan Coleman serves as Kodiak’s Chief Legal and Policy Officer.

Coleman served as Legacy Kodiak’s Chief Legal and Policy Officer from March 2023 through the consummation of the Business Combination, prior to which he served as Legacy Kodiak’s General Counsel since December 2018.

Before joining Legacy Kodiak, Mr.

Coleman practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati and DLA Piper.

Coleman received a Bachelor of Science degree in International Business from Georgetown University and a Juris Doctor from the University of California, College of the Law, San Francisco.

Zsuzsanna Major serves as Kodiak’s Chief People Officer.

Major served as Legacy Kodiak’s Chief People Officer from May 2025 through the consummation of the Business Combination, and previously served as Vice President of People from October 2018 to May 2025.

Prior to joining Legacy Kodiak, Ms.

Major served as Vice President of People Operations at Kitty Hawk, an autonomous aircraft manufacturer (previously Zee.Aero), from March 2010 to March 2018.

Prior to that, Ms.

Major was Senior HR & Business Operations Manager at OQO Inc., a computer hardware manufacturing company, from May 2006 to June 2009.

Major received a Bachelor of Commerce degree in International Business from Concordia University in Montreal.

Andreas Wendel serves as Kodiak’s Chief Technology Officer.

Wendel served as Legacy Kodiak’s Chief Technology Officer from February 2022 through the consummation of the Business Combination.

From May 2018 to February 2022, Mr.

Wendel served in various roles, including as Vice President of Engineering, after joining Legacy Kodiak as a founding engineer.

Prior to joining Legacy Kodiak, Mr.

Wendel led Software Engineering teams for Waymo LLC, an autonomous driving technology company, from January 2017 to May 2018 as its Perception Tech Lead, and from August 2013 to December 2016 for Waymo LLC’s predecessor Google’s Self-Driving Car Project as Software Engineer.

Wendel was a researcher and lecturer at the Institute of Computer Graphics and Vision at Graz University of Technology, where he founded the Aerial Vision Group, a workgroup which researches computer vision for autonomous drones, from October 2009 to August 2013.

Wendel received a Bachelor of Science degree in Information and Computer Engineering (Telematik), a Master of Science degree in Information and Computer Engineering (Telematik), and a Ph.D.

in Computer Science from Graz University of Technology.

Michael Wiesinger serves as Kodiak’s Chief Operating Officer.

Wiesinger served as Legacy Kodiak’s Chief Operating Officer from April 2025 through the consummation of the Business Combination.

From October 2019 until April 2025 he served in various roles for Legacy Kodiak, including as Vice President of Commercialization.

joining Legacy Kodiak, Mr.

Wiesinger served in various positions at Boston Consulting Group between February 2014 and September 2019, most recently as Project Leader.

Wiesinger graduated from Vienna University of Economics and Business with a Master of Science in Management and from Vienna University of Technology with a Bachelor of Science in Industrial Engineering and a Master of Science in Industrial Engineering.

Family Relationships

Gerhard Eschelbeck, our Chief Security Officer, is the father-in-law of Michael Wiesinger, our Chief Operating Officer.

There are no other familial relationships among any of our directors and executive officers.

Role of the Board in Risk Oversight/Risk Committee

One of the key functions of our Board is informed oversight of our risk management process.

Our Board does not have a standing risk management committee, but administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight.

In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

Our Audit Committee also monitors compliance with legal and regulatory requirements.

Our Compensation Committee also assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Board Committees

Our Board has three standing committees:

an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”).

Copies of the charters for each committee are available on our investor relations website.

Audit Committee

We have established an audit committee of the board of directors.

Brad Coleman, David G.

Hirz and Felicia Thornton serve as members of our audit committee.

Our board of directors has determined that each of Brad Coleman, David G.

Hirz and Felicia Thornton is independent under the NYSE listing standards and applicable SEC rules.

Felicia Thornton serves as the Chairperson of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that Felicia Thornton qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee is responsible for:

• meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

• monitoring the independence of the independent registered public accounting firm;

• verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

• inquiring and discussing with our directors and executive officers our compliance with applicable laws and regulations;

• pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

• appointing or replacing the independent registered public accounting firm;

• determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between our directors and executive officers and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

• establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

• monitoring compliance on a quarterly basis with the terms of the Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the Initial Public Offering;

• reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates.

Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Nominating Committee

We have established a nominating committee of our board of directors.

The members of our nominating committee are Brad Coleman, David G.

Hirz and Felicia Thornton, and Felicia Thornton serves as chairperson of the nominating committee.

Under the NYSE listing standards, we are required to have a nominating committee composed entirely of independent directors.

Our board of directors has determined that each of Brad Coleman, David G.

Hirz and Felicia Thornton is independent.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating committee considers persons identified by its members, directors, executive officers, shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in our nominating committee charter, generally provides that persons to be nominated:

• should have demonstrated notable or significant achievements in business, education or public service;

• should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

Our Audit Committee consists of Kenneth Goldman, Kristin Sverchek and Scott Tobin.

Our Board has determined that each of the members of the Audit Committee satisfies the independence requirements of Nasdaq and Rule 10A-3 under the Exchange Act and is able to read and understand fundamental financial statements in accordance with Nasdaq’s requirements and Audit Committee requirements.

In arriving at this determination, our Board examined each of the Audit Committee members’ scope of experience and the nature of their prior and/or current employment.

Kenneth Goldman serves as the chair of our Audit Committee.

Our Board has determined that Kenneth Goldman qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq rules.

In making this determination, our Board considered his formal education and previous experience in financial roles.

Kodiak’s independent registered public accounting firm and management will periodically meet privately with the Audit Committee.

The functions of this committee include, among other things:

• evaluating the performance, independence and qualifications of Kodiak’s independent auditors and determining whether to retain Kodiak’s existing independent auditors or engage new independent auditors;

• providing oversight of the internal audit function, ensuring its independence, objectivity, and effectiveness in promoting a strong internal controls environment;

• reviewing Kodiak’s financial reporting processes and disclosure controls;

• reviewing and approving the engagement of Kodiak’s independent auditors to perform audit services and any permissible non-audit services;

• reviewing Kodiak’s cash management, investing activities and tax planning and compliance and approving related policies;

• reviewing the adequacy and effectiveness of Kodiak’s internal controls policies and procedures, including the responsibilities, budget, staffing and effectiveness of Kodiak’s internal audit function, if applicable;

• reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by Kodiak;

• obtaining and reviewing at least annually a report by Kodiak’s independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review;

• monitoring the rotation of partners of Kodiak’s independent auditors on Kodiak’s engagement team as required by law;

• prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of Kodiak’s independent auditor;

• reviewing Kodiak’s annual and quarterly financial statements and reports, including the disclosures contained in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” and discussing the statements and reports with Kodiak’s independent auditors and management;

• reviewing with Kodiak’s independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of Kodiak’s financial controls and critical accounting policies;

• reviewing with management any earnings announcements and other public announcements regarding material developments;

• establishing procedures for the receipt, retention and treatment of complaints received by Kodiak regarding financial controls, accounting, auditing or other matters;

• preparing the report that the SEC requires in Kodiak’s annual proxy statement;

• reviewing and providing oversight of any related person transactions in accordance with Kodiak’s related person transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including Kodiak’s Code of Conduct (as defined below);

• consider questions of actual or possible conflicts of interests of Kodiak’s Board members and of its corporate officers and approve or prohibit applicable transactions or matters;

• reviewing Kodiak’s major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented;

• reviewing and evaluating on an annual basis the performance of the Audit Committee and the Audit Committee charter.

The composition and function of the Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations.

Compensation Committee

We have established a compensation committee of our board of directors.

The members of our compensation committee are Brad Coleman, David G.

Hirz and Felicia Thornton, and Felicia Thornton serves as chairperson of the compensation committee.

Under the NYSE listing standards, we are required to have a compensation committee composed entirely of independent directors.

Our board of directors has determined that each of Brad Coleman, David G.

Hirz and Felicia Thornton is independent.

We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

• reviewing and approving the compensation of all of our other Section 16 executive officers;

• reviewing our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;

• assisting our directors and executive officers in complying with our proxy statement and annual report disclosure requirements;

• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

• producing a report on executive compensation to be included in our annual proxy statement;

• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Our Compensation Committee consists of Mohamed Elshenawy, Allyson Satin and Scott Tobin.

Scott Tobin serves as the chair of the Compensation Committee.

Our Board has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfies the independence requirements of Nasdaq.

The functions of the committee include, among other things:

• reviewing and approving the corporate objectives that pertain to the determination of executive compensation;

• reviewing and approving or recommending for our Board approval the compensation and other terms of employment and any other material arrangements for Kodiak’s executive officers;

• making recommendations to our Board regarding the administration, including adoption or amendment, of employee benefit and equity incentive plans and approving amendments to such plans to the extent authorized by our Board;

• reviewing and making recommendations to our Board regarding the type and amount of compensation to be paid for service on our Board and its committees;

• reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;

• reviewing and approving or recommending to the Board for approval, the administration, including the adoption or amendment, of any clawback policy;

• reviewing with management Kodiak’s disclosures under the caption “ Compensation Discussion and Analysis ” in Kodiak’s periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;

• preparing an annual report on executive compensation that the SEC requires in Kodiak’s annual proxy statement;

• advising the Board on management proposals to stockholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and proposals received from stockholders on executive compensation matters;

• reviewing risk management and compensation policies and practices to determine whether the policies and practices encourage excessive risk-taking;

• reviewing and evaluating on an annual basis the performance of the Compensation Committee and the Compensation Committee charter.

The composition and function of the Compensation Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mohamed Elshenawy, Kenneth Goldman and Kristin Sverchek.

Our Board has determined that each of the members of the Nominating and Corporate Governance Committee satisfies the independence requirements of Nasdaq.

Kristin Sverchek serves as the chair of our Nominating and Corporate Governance Committee.

The functions of this committee include, among other things:

• identifying, reviewing and making recommendations of candidates to serve on our Board;

• evaluating the performance of our Board, committees of our Board and individual directors and recommending to our Board whether continued service on our Board is appropriate;

• evaluating nominations by stockholders of candidates for election to our Board;

• evaluating the current size, composition and organization of our Board and its committees and making recommendations to our Board for approvals;

• developing a set of corporate governance policies and guidelines and recommending to our Board any changes to such policies and guidelines;

• reviewing issues and developments related to corporate governance and identifying and bringing to the attention of our Board current and emerging corporate governance trends;

• reviewing periodically the succession planning process for Kodiak’s executive management team and assisting our Board in evaluating potential successors;

• reviewing and discussing with management disclosure of Kodiak’s corporate governance practices and recommending any proposed disclosure to be included in Kodiak’s proxy statement or annual report to our Board;

• reviewing periodically the Nominating and Corporate Governance Committee charter, structure and membership requirements and recommending any proposed changes to our Board, including undertaking an annual review of its own performance.

The composition and function of the Nominating and Corporate Governance Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations.

Considerations in Evaluating Director Nominees

The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees.

In its evaluation of director candidates, including the members of the Board eligible for re-election, the Nominating and Corporate Governance Committee considers the current size and composition of the Board and the needs of the Board and the respective committees of the Board.

Some of the qualifications that the Nominating and Corporate Governance Committee considers include, without limitation, issues of character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the Board and skills that are complementary to the Board, an understanding of the Company’s business, an understanding of the responsibilities that are required of a member of the Board, other time commitments, diversity with respect to professional background, education, race and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board.

The Nominating and Corporate Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Nominating and Corporate Governance Committee, the Board or management.

After completing its review and evaluation of director candidates, the Nominating and Corporate Governance Committee recommends to the full Board the director nominees for selection.

Stockholder Recommendations for Nominations to the Board of Directors

The Nominating and Corporate Governance Committee considers recommendations and nominations for candidates to the Board from stockholders in the same manner as candidates recommended to the Nominating and Corporate Governance Committee from other sources, so long as such recommendations and nominations comply with the Certificate of Incorporation and Bylaws, all applicable Company policies and all applicable laws, rules and regulations.

Stockholders holding at least three (3) percent of the fully diluted capitalization of the Company continuously for at least three (3) years prior to the date of the submission may recommend director nominees for consideration by the Nominating and Corporate Governance Committee by writing to the Secretary of the Company.

The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending stockholder’s ownership of Company stock.

Such recommendations must also include a statement from the recommending stockholder in support of the candidate.

The Nominating and Corporate Governance Committee will evaluate such recommendations in accordance with its charter, our Bylaws, our policies and procedures for director candidates, as well as the regular nominee criteria described above.

Under our Bylaws, stockholders may also directly nominate persons for our board of directors.

Any nomination must comply with the requirements set forth in our Bylaws and the rules and regulations of the SEC and should be sent in writing to our Corporate Secretary.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees.

A copy of the Code of Business Conduct and Ethics is posted on our website and a copy will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Business Conduct and Ethics in a Current Report on Form 8-K.

Insider Trading Policy

Our board of directors has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations.

In addition, with regard to our trading in our own securities, it is our policy to comply with all applicable insider trading laws, rules, and regulations.

Our insider trading policy is filed as an exhibit to this Annual Report.

Hedging and Speculative Trading

Our board of directors has adopted, as part of our Insider Trading Policy, prohibitions against our officers or directors buying or selling puts or calls or other derivative securities based on our securities (other than derivative securities issued by us, such as convertible notes).

In addition, such persons are prohibited from short-selling our securities or entering into hedging or monetization transactions or similar arrangements with respect to our securities.

Pledging of Company Securities

Our board of directors has adopted, as part of our Insider Trading Policy, prohibitions against our officers or directors holding our securities in a margin account or pledging our securities as collateral for a loan.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

• directors should not improperly fetter the exercise of future discretion;

• duty to exercise powers fairly as between different sections of shareholders;

• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

• duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at shareholder meetings.

Certain of our directors and executive officers currently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, Ares and the Ares funds or their current or former portfolio companies.

Certain of these entities may have overlapping investment objectives and potential conflicts may arise with respect to Ares’ decision regarding how to allocate investment opportunities among these entities.

If any of our directors and executive officers becomes aware of a business combination opportunity that is suitable for a fund or entity to which such director or executive officer has then-current fiduciary or contractual obligations (including, without limitation, any Ares funds or their current or former portfolio companies, or another entity affiliated with one of our directors), then, subject to their fiduciary duties under Cayman Islands law, such person will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such fund or entity, before we can pursue such opportunity.

If Ares, the Ares funds or other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.

In addition, investment ideas generated within or presented to Ares or our directors and executive officers may be suitable for both us and Ares, a current or future Ares fund or one or more of their portfolio companies and, subject to applicable fiduciary duties or contractual obligations, will first be directed to Ares, such fund, investment vehicle or portfolio company before being directed, if at all, to us.

None of Ares or any of our directors and executive officers who are also employed by Ares or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware in their capacities as employees of Ares, its funds or their portfolio companies.

However, we do not expect these duties or contractual obligations to materially affect our ability to complete our initial business combination.

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity (including with respect to any business transaction that may involve another Ares entity) for any director or officer, on the one hand, and us, on the other.

We may, at our option, pursue an acquisition opportunity jointly with Ares, one or more parties affiliated with Ares, including without limitation, officers and affiliates of Ares or Ares funds, or investors in such Ares funds, or another entity affiliated with one of our directors.

Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by borrowing from or issuing to such parties a class of equity or debt securities.

The amount and other terms and conditions of any such joint acquisition or specified future issuance would be determined at the time of such joint acquisition.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

Moreover, our officers and directors, including our chief executive officer, David B.

Kaplan, are and in the future will be required to commit time and attention to Ares and Ares funds.

To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, any of such entities (including, without limitation, arising as a result of certain of officers and directors being required to offer acquisition opportunities to such entities), Ares and its affiliated funds will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:

Individual Entity Entity’s Business Affiliation

Ares Management Corporation (1)

Investment Management, Various

Director, Co-Founder, Partner

X-Energy Reactor Company, LLC

Energy Director

CHWR Group GP LLC

Restaurant & Hospitality

MYT Netherlands Parent B.V.

Retail Director

Cedars-Sinai Medical Center

Los Angeles County Museum of Art Non-profit Trustee

Michael J Arougheti .

Ares Management Corporation (1)

Investment Management, Various

Director, Co-Founder, Chief Executive Officer

Ares Capital Corporation

Investment Management

Director, Executive Vice President

Ares Charitable Foundation Non-profit Director

Operation HOPE

Jarrod Phillips .

Ares Management Corporation (1)

Investment Management, Various

Chief Financial Officer, Partner

School on Wheels Non-profit Director

None of the members of our Compensation Committee has ever been an executive officer or employee of Kodiak.

Allyson Satin served as AACT’s Chief Operating Officer prior to the Business Combination and currently serves as a member of our board of directors and Compensation Committee.

See the section titled “ Certain Relationships and Related Transactions, and Director Independence ,” for information about related party transactions involving members of our Compensation Committee or their affiliates.

None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that serve as a member of our Board or Compensation Committee.

Limitation on Liability and Indemnification of Directors and Officers

The Delaware General Corporation Law (“DGCL”) authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of directors’ and officers’ fiduciary duties, subject to certain exceptions.

Our Certificate of Incorporation includes a provision that eliminates the personal liability of directors and officers for monetary damages for any breach of fiduciary duty as a director or officer to the fullest extent permitted by the DGCL, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.

The DGCL prohibits our Certificate of Incorporation from limiting the liability of directors or officers for the following:

• any breach of the director’s or officer’s duty of loyalty to Kodiak or Kodiak’s stockholders;

• acts or omissions of a director or officer not in good faith or that involve intentional misconduct or a knowing violation of law;

• with respect to a director, unlawful payment of dividends or unlawful stock repurchases or redemptions;

• any transaction from which the director or officer derived an improper personal benefit;

• with respect to an officer, any action by or in the right of Kodiak.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of a director or officer, then the liability of a director or officer of Kodiak will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Our Certificate of Incorporation does not eliminate a director’s or officer’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law.

This provision also does not affect a director’s or officer’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws.

Our Bylaws provide that we shall indemnify and advance expenses to directors and officers to the fullest extent authorized by the DGCL.

Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL.

These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service to the fullest extent permitted by law.

These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding to the fullest extent permitted by law.

Our Bylaws also empower us to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

The limitation of liability, indemnification and advancement provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors and officers for breach of their fiduciary

These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders.

Your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

We believe that these provisions, liability insurance and any indemnification agreements that may be entered into are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Code of Business Conduct and Ethics for Employees, Executive Officers, and Directors

Our Board has adopted a code of business conduct and ethics (the “Code of Conduct”), applicable to all of our employees, executive officers and directors.

The Code of Conduct is available on our investor relations website at https://investors.kodiak.ai.

Information contained on or accessible through our website is not a part of this Annual Report, and the inclusion of our website address in this Annual Report is an inactive textual reference only.

Our Board, or a duly appointed committee thereof, is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors.

We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

Insider Trading Policies and Procedures

We maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities that are applicable to all of our directors, officers, employees, consultants, contractors and advisors.

Our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards.

In addition, with regard to Kodiak’s trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.

Non-Employee Director Compensation

Our Board reviews director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors.

Prior to the consummation of the Business Combination, Legacy Kodiak had no formal agreement or program under which non-employee directors received compensation for their service on the Legacy Kodiak board of directors (the “Legacy Kodiak Board”) or its committees, but Legacy Kodiak granted option awards to each of Messrs.

Elshenawy and Goldman and Ms.

Sverchek in connection with his or her initial appointment to the Legacy Kodiak Board in 2025, which options were assumed by us in connection with the Business Combination and are included in the Fiscal 2025 Director Compensation Table below.

Legacy Kodiak also reimbursed non-employee directors for reasonable and necessary out-of-pocket expenses incurred in connection with attending board and committee meetings or performing other services in their capacities as non-employee directors.

In connection with the consummation of the Business Combination, the Board adopted a new compensation policy for our non-employee directors, which governs their cash and equity compensation following the consummation of the Business Combination (the “Director Compensation Policy”).

Under our Director Compensation Policy, each eligible non-employee director will receive cash and equity compensation for board services described below, unless otherwise waived.

We also will continue to reimburse our eligible non-employee directors for reasonable, customary, and documented travel expenses to board and committee meetings.

Burnette does not receive additional compensation for his service as a director.

Director Compensation Policy

Cash Compensation

Eligible non-employee directors are entitled to receive the following cash compensation for their services under the Director Compensation Policy:

• $60,000 per year for service as a member of the Board;

• $40,000 per year for service as non-employee chair of the Board;

• $20,000 per year for service as chair of the Audit Committee;

• $10,000 per year for service as a member of the Audit Committee;

• $15,000 per year for service as chair of the Compensation Committee;

• $7,500 per year for service as a member of the Compensation Committee;

• $10,000 per year for service as chair of the Nominating and Corporate Governance Committee;

• $5,000 per year for service as a member of the Nominating and Corporate Governance Committee.

Each eligible non-employee director who serves as the chair of a committee receives only the additional annual fee as the chair of the committee and not the additional annual fee as a member of the committee.

All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.

Equity Compensation

Initial Award

Under the Director Compensation Policy, each person who first becomes a non-employee director following the Closing Date (excluding for this purpose, individuals who were non-employee directors of Legacy Kodiak prior to the Closing Date) automatically will be granted the following awards of restricted stock units (“RSUs”) covering a number of shares having a grant date fair value (determined in accordance with GAAP) equal to $390,000, rounded to the nearest whole share (an “Initial Award”).

The Initial Award will be made on the first trading date on or after the date on which such individual first becomes a non-employee director, whether through election by our stockholders or appointment by our Board to fill a vacancy.

If an individual was a member of our Board and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an Initial Award.

Subject to our Director Compensation Policy, one-third (1/3rd) of the RSUs subject to an Initial Award will vest on each anniversary of the grant date, subject to the non-employee director continuing to be a service provider to us through the applicable vesting date.

Under the Director Compensation Policy, each eligible non-employee director automatically will be granted, on the date of each annual meeting of our stockholders starting in 2026, an annual award of RSUs covering a number of shares having a grant date fair value (determined in accordance with GAAP) of $195,000, rounded to the nearest whole share (the “Annual Award”) subject to the non-employee director remaining a service provider on the grant date;

provided, however, that if an individual commenced service as a non-employee director after the date of the annual meeting that occurred immediately prior to such annual meeting, then the Annual Award will be prorated based on the number of whole months that the individual served as a non-employee director prior to the Annual Award’s grant date during the 12- month period immediately preceding such annual meeting.

Subject to the terms of our Director Compensation Policy, an Annual Award will vest on the earlier of the first anniversary of the grant date or our next annual meeting of stockholders, subject to the eligible non-employee director continuing to be a service provider to us through the applicable vesting date.

The Director Compensation Policy includes a maximum annual limit of $750,000 of cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year, increased to $1,000,000 in the initial fiscal year of service as a non-employee director.

For purposes of this limitation, the value of equity awards are based on the grant date fair value (determined in accordance with GAAP).

Any cash compensation paid or equity awards granted to a person for his or her services as a consultant (other than as a non-employee director), does not count for purposes of the limitation.

The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

In the event of a “change in control” (as defined in the 2025 Plan), each non-employee director will fully vest in his or her outstanding equity awards under the 2025 Plan, including any Initial Award or Annual Award, provided that the eligible non-employee director continues to be a non-employee director through such date.

Fiscal 2025 Director Compensation Table

The following table sets forth all of the compensation awarded to, earned by or paid to our non-employee directors for the fiscal year ended December 31, 2025.

Burnette receives no additional compensation for his service as a director.

See the section titled “ Executive Compensation ” for additional information regarding Mr.

Burnette’s compensation.

Fees Earned or Paid in Cash ($)

Option Awards ($) (1)(2)

Mohamed Elshenawy (3)

Kenneth Goldman (3)

Ross Kestin (4)

James Reed (3)

Allyson Satin (5)

Ares Management Corporation (1)

Investment Management, Various

X-Energy Reactor Company, LLC

Energy Director

Peter Ogilvie .

Ares Management Corporation (1)

Investment Management, Various

Vinci Partners Investments Alternate Asset Manager Director

Brad Coleman .

SLR Capital Partners Asset Manager Management Partner

Heritage Grocers Group Retail Director

Felicia Thornton .

Convergint Technologies Technology Director

Coolsys, Inc.

Service Director

Floor & Decor Holdings, Inc.

Retail Director

PACTIV Evergreen, Inc.

Packaging Director

(1) Includes certain of its funds and other affiliates, including portfolio companies.

Potential investors should also be aware of the following other potential conflicts of interest:

• Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

• In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

• Our Sponsor subscribed for Class B ordinary shares prior to the date of the Initial Public Offering and purchased Private Placement Warrants in a transaction that closed simultaneously with the closing of the Initial Public Offering.

• Our Sponsor and each of our directors and executive officers have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Class B ordinary shares and public shares in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right or pre-initial business combination activity to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by April 25, 2025, or such earlier date as determined by our board of directors in its sole discretion, or (b) with respect to any other material provision relating to the rights of holders of our Class A ordinary shares.

Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its Class B ordinary shares if we fail to complete our initial business combination within the prescribed time frame.

If we do not consummate an initial business combination within the prescribed time frame, the Private Placement Warrants may expire worthless.

Except as described in this Annual Report, our Sponsor has agreed not to transfer, assign or sell any of its Class B ordinary shares until the earliest of (a) one year after the completion of our initial business combination or (b) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

The Private Placement Warrants will not be transferable until 30 days following the completion of our initial business combination.

Because each of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

• Our Sponsor, directors or executive officers or any of their affiliates may make additional investments in us in connection with our initial business combination, although they are under no obligation to do so.

If our Sponsor or any of its affiliates (including, without limitation, any Ares funds or their portfolio companies) elect to make additional investments or provide financing, such proposed transactions could influence our Sponsor’s motivation to complete our initial business combination.

Ares and its affiliates and certain of the Ares funds engage in the business of originating, underwriting, syndicating, acquiring and trading loans and debt securities of corporate and other borrowers, and may provide or participate in any debt financing arrangement in connection with any acquisition, financing or disposition of any target business that we may make.

• Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

Our directors and officers or Ares or its affiliates may also sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.

In addition, funds managed by Ares may have provided debt to companies we pursue and such debt may or may not be paid off in connection with a potential business combination.

Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly to the extent there is overlap among investment mandates and the director and officer teams.

We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we seek to complete our initial business combination with a business combination target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

Furthermore, in no event will our Sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render to effectuate, the completion of our initial business combination.

Certain affiliates of our Sponsor will be entitled to reimbursement for any out-of-pocket expenses (or an allocable portion of such expenses), to the extent that such affiliates incur expenses for services provided to us before our initial business combination.

Further, commencing on the date our securities are first listed on the NYSE, we pay our Sponsor for office space, utilities, secretarial support and administrative services provided to us in the amount of $16,667 per month.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public shareholders for a vote, our Sponsor has agreed to vote its Class B ordinary shares, and our Sponsor and our officers and directors have agreed to vote any public shares acquired in or after the Initial Public Offering in favor of a business combination.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association.

We obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares).

Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Kristin Sverchek (3)

_____________________________

(1) All option awards were originally granted under the Legacy Kodiak 2018 Equity Incentive Plan (the “2018 Plan”) and have since been assumed by us in the Business Combination.

The amounts reported represent the aggregate grant-date fair value of the stock options awarded to the directors in fiscal 2025, computed in accordance ASC 718, excluding the effect of any estimated forfeitures.

Assumptions used in the calculation of this amount are included in Note 14 to our audited consolidated financial statements included in this Annual Report.

(2) The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2025.

Number of Shares Underlying Outstanding Options

Mohamed Elshenawy

Kenneth Goldman

Allyson Satin

Kristin Sverchek

(3) In connection with the Business Combination, each of Messrs.

Elshenawy, Goldman and Reed and Ms.

Sverchek received certain RSU grants in respect of outstanding Legacy Kodiak Options prior to the Effective Time (“Earnout RSUs”).

The Earnout RSUs are not intended to be compensatory and have therefore been excluded from tabular disclosure in this section.

(4) Ross Kestin served as member of the Legacy Kodiak Board until July 2025.

(5) Allyson Satin waived payment of her cash compensation for fiscal year 2025.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC.

Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

SEC regulations require us to identify in this Form 10-K anyone who filed a required report late during the most recent fiscal year.

Based solely on our review of copies of such forms that we have received, or written representations from reporting persons, we believe that during the fiscal year ended December 31, 2025, all executive officers, directors and greater than 10% stockholders complied with all applicable SEC filing requirements, except that one Form 4 report was filed one day late for each of Ms.

Major and Mr.

Wiesinger, in each case due to administrative error in connection with reporting the correct number of restricted stock units issued on September 24, 2025, the Closing Date of the Merger.

Executive Compensation.

Director Compensation

We pay fees in cash to each of our independent directors for service on our board of directors in the amounts of $150,000 per year, effective from their respective dates of appointment.

The following table sets forth compensation for independent directors for the years ended December 31, 2024 and 2023.

Name Year Fees earned or paid in cash

Brad Coleman 2024 $ 150,000

Hirz 2024 150,000

Felicia Thornton 2024 150,000

None of our executive officers or other directors have received any cash compensation from the Company for services rendered to us.

Commencing on the date that our securities were first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we agreed to pay our Sponsor for office space, utilities, secretarial support and administrative services provided to us in the amount of $16,667 per month.

In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

In addition, certain affiliates of our Sponsor are entitled to reimbursement for any out-of-pocket expenses (or an allocable portion of such expenses), to the extent that such affiliates incur expenses for services provided to us before our initial business combination.

Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our and their respective affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements and fees paid in cash to our independent directors as described above, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of our initial business combination, directors or executive officers who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or executive officers.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that our directors and executive officers maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our directors and executive officer’s motivation in identifying or selecting a target business but we do not believe that the ability of our directors and executive officers to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report by:

• each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

• each of our executive officers and directors that beneficially owns our ordinary shares;

• all our executive officers and directors as a group.

The following table is based on 62,500,000 ordinary shares issued and outstanding as of March 6, 2025, of which 50,000,000 were Class A ordinary shares and 12,500,000 were Class B ordinary shares.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days of the date of this Annual Report.

Class A ordinary shares Class B ordinary shares

Name and Address of Beneficial Owner (1)

Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class Approximate Percentage of Ordinary Shares

Ares Acquisition Holdings II LP (our Sponsor) (2)(3)

This section provides an overview of our executive compensation programs for the executive officers who are named in the “ Named Executive Officers Summary Compensation Table ” below, including a narrative description of the material factors necessary to understand the information disclosed therein.

We are considered an emerging growth company for purposes of the SEC’s executive compensation disclosure rules.

In accordance with such rules, our reporting obligations extend only to the individuals serving as our Chief Executive Officer and our two other most highly compensated executive officers.

Following the consummation of the Business Combination, we developed and adopted an executive compensation program that is designed to align compensation with our business objectives and the creation of stockholder value, while enabling us to attract, retain, incentivize and reward individuals who contribute to our long-term success.

Decisions on the executive compensation program made by the Compensation Committee.

For the fiscal year ended December 31, 2025, our named executive officers were:

• Don Burnette - Chief Executive Officer

• Surajit Datta - Chief Financial Officer

• Michael Wiesinger - Chief Operating Officer

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Named Executive Officers Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the fiscal years ended December 31, 2024 and 2025, except in the case of Mr.

Datta who was not a named executive officer for the fiscal year ended December 31, 2024.

Name and Principal Position

Option Awards ($) (1)

Non-Equity Incentive Plan Compensation ($) (2)

Chief Executive Officer

7,029,580 300,000

First Trust Capital Management L.P.

Surajit Datta (3)

Chief Financial Officer

Michael Wiesinger

Chief Operating Officer

_____________________

AQR Capital Management, LLC (5)

(1) All option awards were originally granted under the Legacy Kodiak 2018 Plan and have since been assumed by us in the Business Combination.

Amounts reported represent the aggregate grant date fair value of stock options granted to each named executive officer computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), excluding the effect of any estimated forfeitures.

Assumptions used in the calculation of this amount are included in Note 13 to our audited consolidated financial statements included in this Annual Report.

(2) Represents cash bonuses earned by the named executive officers pursuant to the Legacy Kodiak Incentive Bonus Plan.

Datta commenced employment with Legacy Kodiak in August 2025.

Narrative Disclosure to Named Executive Officers Summary Compensation Table

For the fiscal year ended December 31, 2025, the compensation program for our named executive officers consisted of base salary and incentive compensation in the form of bonuses and stock option awards.

Employment Arrangements with Named Executive Officers

Legacy Kodiak entered into written continuing employment letters or offer letters setting forth the terms and conditions of employment for each of our named executive officers, as described below.

Additionally, each of our named executive officers is also entitled to certain change in control and/or severance benefits upon the occurrence of certain events, the terms of which are described in more detail below under the section titled “ Potential Payments upon Termination or Change in Control .”

Legacy Kodiak entered into a continuing employment letter with Mr.

Burnette, our Chief Executive Officer.

The confirmatory employment letter has no specific term, provides for at-will employment and provides for eligibility to participate in Company-sponsored benefits programs.

In addition, Legacy Kodiak entered into an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement with Mr.

Burnette, which remains in effect.

For 2025, Mr.

Burnette’s annual base salary was initially $325,000 and was increased to $425,000 effective as of July 1, 2025, and his annual target bonus was 80% of base salary.

Surajit Datta

Legacy Kodiak entered into an offer letter with Mr.

Datta, our Chief Financial Officer.

The offer letter has no specific term, provides for at-will employment and provides for eligibility to participate in Company-sponsored benefits programs.

In addition, Legacy Kodiak entered into an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement with Mr.

Datta, which remains in effect.

For 2025, Mr.

Datta’s annual base salary was $400,000 and his annual target bonus was 65% of base salary.

Michael Wiesinger

Legacy Kodiak entered into a continuing employment letter with Mr.

Wiesinger, our Chief Operating Officer.

The confirmatory employment letter has no specific term, provides for at-will employment and provides for eligibility to participate in Company-sponsored benefits programs.

In addition, Legacy Kodiak entered into an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement with Mr.

Wiesinger, which remains in effect.

For 2025, Mr.

Wiesinger’s annual base salary was initially $309,000 and was increased to $400,000 effective as of July 1, 2025, and his annual target bonus was 65% of base salary.

Base salaries are set at a level that is commensurate with the executive’s duties and authorities, contributions, prior experience and sustained performance.

Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Non-Equity Incentive Compensation

Incentive Bonus Plan

For 2025, each of our named executive officers were eligible to earn an annual bonus under our Incentive Bonus Plan based upon an assessment of achievement of corporate goals, which included the delivery of a certain number of autonomous semi-trucks in 2025.

In early 2026, we determined achievement for each of our named executive officers and each received a bonus payout at 100% of target.

Executive Incentive Compensation Plan

In connection with the consummation of the Business Combination, the Board considered and approved an Executive Incentive Compensation Plan (the “Incentive Compensation Plan”) to provide periodic incentive bonus opportunities to Kodiak employees.

The Compensation Committee administers the Incentive Compensation Plan.

Under the Incentive Compensation Plan, the administrator determines the performance goals applicable to any award, which goals may include, without limitation, goals related to:

research and development milestones;

regulatory milestones or regulatory-related goals;

gross margin;

financial milestones;

new product or business development;

operating margin;

product release timelines or other product release milestones;

publications;

internal structure;

leadership development;

project function or portfolio-specific milestones;

license or research collaboration agreements;

capital raising;

initial public offering preparations;

patentability;

and individual objectives such as peer reviews or other subjective or objective criteria.

The performance goals may differ from participant to participant and from award to award.

The administrator of the Incentive Compensation Plan may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period.

The actual award may be below, at or above a participant’s target award, in the discretion of the administrator.

The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.

Actual awards will be paid in cash (or its equivalent) in a single lump sum only after they are earned, which usually requires continued employment through the date the actual award is paid.

The administrator reserves the right to settle an actual award with a grant of an equity award under Kodiak’s then-current equity compensation plan, which equity award may have such terms and conditions, as the administrator determines.

Payment of awards occurs as soon as administratively practicable after they are earned, but no later than the dates set forth in the Incentive Compensation Plan.

The administrator has the authority to amend, alter, suspend or terminate the Incentive Compensation Plan, provided such action does not materially alter or materially impair the existing rights of any participant with respect to any earned awards.

Equity Awards

Legacy Kodiak historically granted stock options under the 2018 Plan to its employees, consultants, and directors, including certain of our named executive officers, which options were assumed by us in connection with the Business Combination.

In order to provide a long-term incentive, these stock options generally vest over four years subject to continued service.

The vesting terms of stock options granted to our named executive officers that were outstanding as of December 31, 2025 are set forth in the “ Outstanding Equity Awards at Fiscal 2025 Year End ” table below.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of December 31, 2025.

Information is included for equity compensation plans approved by our stockholders.

We do not have any equity compensation plans not approved by our stockholders.

Plan Category

Number of Securities

to be Issued Upon

Outstanding Options,

Warrants, and Rights(2)

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants, and Rights(3)

Number of Securities Remaining

Available for Future Issuance

Under Equity Compensation

Plans (Excluding Securities

Reflected in the First Column)(4)

Equity compensation plans approved by security holders (1)

74,672,900 $1.89 12,113,470

Westchester Capital Management, LLC (6)

_____________________________

Ramya Rao (7)

(1) Includes the 2018 Plan, the 2025 Plan, and the ESPP.

The 2018 Plan expired as to future grants in September 2025.

(2) Includes stock options and restricted stock units.

(3) Weighted-average exercise prices are calculated without regard to restricted stock units, which do not have any exercise price.

(4) Includes:

6,474,470 shares from the 2025 Plan and 5,639,000 shares from the ESPP.

The 2025 Plan provides that on the first day of each year beginning on January 1, 2026, the number of shares of common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 56,390,000 shares of common stock, (ii) 5% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as the plan administrator may determine.

The ESPP provides that on the first day of each year beginning January 1, 2026, the number of shares of common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 11,280,000 shares, (ii) 1% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as the plan administrator may determine.

On January 1, 2026, the number of shares of common stock available for issuance under the 2025 Plan and the ESPP increased by 9,084,526 shares and 1,816,905 shares, respectively, pursuant to these provisions.

These changes are not reflected in the table above.

Outstanding Equity Awards at Fiscal 2025 Year End

The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:

Option Awards (1)

Number of Securities Underlying Unexercised Options Exercisable (#)

Number of Securities Underlying Unexercised Options Unexercisable (#)

Option Exercise Price ($) (2)

Option Expiration Date

Don Burnette (3)

Surajit Datta (4)

Michael Wiesinger (5)

Michael Wiesinger (6)

Michael Wiesinger (7)

Michael Wiesinger (8)

Michael Wiesinger (9)

Michael Wiesinger (10)

_____________________________

Wealthspring Capital LLC (8)

(1) All stock options were granted pursuant to the Legacy Kodiak 2018 Plan.

In connection with the Business Combination, each of our named executive officers received Earnout RSUs.

The Earnout RSUs are not intended to be compensatory and are therefore excluded from tabular disclosure in this section.

(2) This column represents the fair market value of a share of Legacy Kodiak Common Stock on the date of the grant, as determined by our board of directors.

The exercise price of each of Mr.

Wiesinger’s equity awards with a grant date of November 11, 2022 was repriced to $0.45 per share in November 2022.

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.

(3) 1/8th of the shares subject to the option vested on December 30, 2025 and 1/48th of the shares subject to the option vest each month thereafter, subject to the holder’s continuous service through the applicable vesting date.

(4) 1/4th of the shares subject to the option vest on August 25, 2026 and 1/48th of the shares subject to the option vest each month thereafter, subject to the holder’s continuous service through the applicable vesting date.

(5) 1/8th of the shares subject to the option vested on June 15, 2022 and 1/48th of the shares subject to the option began vesting each month thereafter, subject to the holder’s continuous service through the applicable vesting date.

(6) 1/8th of the shares subject to the option vested on December 15, 2022 and 1/48th of the shares subject to the option began vesting each month thereafter, subject to the holder’s continuous service through the applicable vesting date.

(7) 1/8th of the shares subject to the option vested on June 15, 2023 and 1/48th of the shares subject to the option began vesting each month thereafter, subject to the holder’s continuous service through the applicable vesting date.

(8) 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 holder’s continuous service through the applicable vesting date.

(9) 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 holder’s continuous service through the applicable vesting date.

(10) 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 holder’s continuous service through the applicable vesting date.

Awards held by certain of our named executive officers may be eligible for accelerated vesting under specified circumstances, as described in more detail below under the section titled “ Potential Payments upon Termination or Change in Control.

No Nonpublic Material Information Taken into Account for Executive Compensation

Our Board and Compensation Committee do not take material nonpublic information into account when determining the timing and terms of any stock option grant or any other equity compensation.

The timing of any stock

option grants to recipients in connection with new hires, promotions or other non-routine grants is tied to the event giving rise to the award (such as an employee’s commencement of employment or promotion effective date).

We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

During fiscal year 2025, we did not award stock option grants to our named executive officers in the period beginning four business days before the filing or furnishing of a report disclosing material nonpublic information and ending one business day thereafter.

Potential Payments upon Termination or Change in Control

Change in Control and Severance Policy

In connection with the consummation of the Business Combination, the Board considered and approved a new Change in Control and Severance Policy, in which designated participants, including our named executive officers, will participate (the “Severance Policy”).

The Severance Policy provides as follows:

If we terminate a named executive officer’s employment other than for “cause,” death or “disability” or such named executive officer resigns for “good reason” during the period from the period beginning three months prior to a “change in control” (as such terms are defined in the Severance Policy) and ending twelve months following a change in control (the “change in control period”), such named executive officer will be eligible to receive the following severance benefits (less applicable tax withholdings):

• 100% of the named executive officer’s then-outstanding and unvested equity awards will become fully vested and exercisable and any applicable performance goals will be deemed achieved at 100% of target;

• A lump sum cash amount equal to 100% of the named executive officer’s base salary (or, for Mr.

Burnette, 150%) as in effect immediately prior to the termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then the named executive officer’s annual base salary in effect immediately prior to such reduction) or the change in control, whichever is greater;

• A lump sum payment equal to the named executive officer’s target bonus for the year of such termination of employment based on actual achievement and pro-rated based on the portion of such year that the named executive officer was employed by us;

• Payment or reimbursement of continued health coverage for the named executive officer and the named executive officer’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of up to 12 months (or, for Mr.

Burnette, 18 months) or a taxable lump sum payment in lieu of payment or reimbursement, as applicable.

If we terminate a named executive officer’s employment other than for “cause,” death, or “disability,” or the named executive officer resigns for “good reason,” in any case, outside of the change in control period, such named executive officer will be eligible to receive the following severance benefits (less applicable tax withholdings):

• A lump sum cash amount equal to 50% of the named executive officer’s base salary (or, for Mr.

Burnette, 100%) in effect immediately prior to the termination (or if the termination is due to resignation for good reason based on a material reduction in base salary, then the annual base salary in effect immediately prior to such reduction);

• Payment or reimbursement of continued health coverage for the named executive officer and the named executive officer’s eligible dependents under COBRA for a period of up to 6 months (or, for Mr.

Burnette, 12 months) or a taxable lump sum payment in lieu of payment or reimbursement, as applicable.

To receive the severance benefits upon a qualifying termination, a named executive officer must sign and not revoke our standard separation agreement and release of claims within the timeframe set forth in the Severance Policy.

If any of the payments provided for under the Severance Policy or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax under Section 4999 of the Code, then the named executive officer will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits.

The Severance Policy does not require us to provide any tax gross-up payments to any named executive officer.

Equity Incentive Plans

Under the 2025 Plan and the 2018 Plan, in the event of a merger or change in control, if the successor does not assume, or substitute for an award, the award will fully vest, all restrictions will lapse, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and the award will become fully exercisable, unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant authorized by the administrator.

In the event of a merger or change in control, awards granted to a non-employee director under the 2025 Plan while such individual was a non-employee director will fully vest, all restrictions on such awards will lapse, all performance goals or other vesting criteria applicable to such awards will be deemed achieved at 100% of target levels and such awards will become fully exercisable, unless specifically provided otherwise under the applicable award agreement or other written agreement with the non-employee director authorized by the administrator.

Under our 2025 Employee Stock Purchase Plan (the “ESPP”), in the event of a merger or change in control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation.

In the event that the successor corporation refuses to assume or substitute for the option, the offering period with respect to which such option relates will be shortened by setting a new exercise date on which such offering period will end.

The new exercise date will occur before the date of the proposed merger or change in control.

The administrator of the ESPP will notify each participant prior to the new exercise date, that the exercise date for the option has been changed to the new exercise date and that the participant’s option will be exercised automatically on the new exercise date, unless prior to such date the participant has withdrawn from the offering period.

Benefits and Perquisites

We provide benefits to our named executive officers on the same basis as provided to all of our employees, including group life and disability insurance and travel insurance.

We do not maintain any executive-specific benefit or perquisite programs.

Retirement Benefits

We maintain a 401(k) retirement savings plan, which is intended to be a tax qualified defined contribution plan under Section 401(k) of the Code, for the benefit of its employees, including our named executive officers,

who satisfy certain eligibility requirements.

Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax (traditional) or post-tax (Roth) basis, through contributions to the 401(k) plan.

As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) plan.

Compensation Recovery Policy

In connection with the consummation of the Business Combination, the Board considered and approved an executive compensation recovery policy (the “Clawback Policy”), applicable to our current and future former executive officers in compliance with the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act as implemented by SEC rules and regulations and applicable listing standards.

The Clawback Policy provides for the non-discretionary recovery of excess incentive-based compensation from current and former executive officers in the event of an accounting restatement, whether or not the executive officer was at fault for the restatement.

As is described in more detail in the Clawback Policy, excess compensation generally is incentive-based compensation that exceeds the amount a covered executive otherwise would have received had the compensation been determined based on the restated amounts.

Excess compensation is generally covered by the Clawback Policy if received by an individual following the effective date of the policy and during the three completed fiscal years immediately prior to the date it is determined that an accounting restatement is required, such amounts were received after the individual became an executive officer and such individual was an executive officer at any time during the applicable performance period.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our Common Stock as of January 31, 2026, by:

• each person known to us to be the beneficial owner of more than 5% of each class of our equity securities;

• each of our named executive officers and directors;

• all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Securities issuable upon exercise of options and warrants currently exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of total voting power of the beneficial owner thereof.

The beneficial ownership percentages set forth in the table below are based on 182,473,141 shares of our Common Stock issued and outstanding and 142,155 shares of our Preferred Stock issued and outstanding as of January 31, 2026.

Unless otherwise indicated, we believe that each beneficial owner named in the table below has the sole voting and investment power with respect to all securities beneficially owned by such beneficial owner and the business address of each of the following entities or individuals is 1049 Terra Bella Avenue, Mountain View, California 94043.

Name of Beneficial Owner

Shares of Common Stock

Shares of Preferred Stock

Five Percent Holders

Ares Acquisition Holdings II LP (the SPAC Sponsor) and SPAC Sponsor Affiliate Investor (1)

30,391,627 15.4 %

HGC Investment Management Inc.

Alyeska Master Fund, L.P.

20,049,767 9.9

Kaplan — — — (10)

Michael J Arougheti — — — (10)

Jarrod Phillips — — — (10)

Paz Eshel Living Trust Dated August 25, 2025 (3)

17,075,095 9.4

Entities affiliated with SIP (4)

12,543,199 6.9 %

Entities affiliated with Battery (5)

11,356,669 6.2 %

Entities affiliated with Soros (6)

9,967,978 5.5 %

Entities affiliated with LMR (7)(8)

5,352,912 2.8 %

19,606 13.8 %

Directors and Named Executive Officers

Don Burnette (9)

27,491,670 15.1

Surajit Datta

Michael Wiesinger (10)

Mohamed Elshenawy

Kenneth Goldman

James Reed (11)

Allyson Satin (12)

Peter Ogilvie — — — (10)

Brad Coleman — — — — —

Hirz — — — — —

Felicia Thornton — — — — —

All officers and directors as a group (eight individuals) — — — — —

(1) Unless otherwise noted, the business address of each of our shareholders is c/o Ares Management LLC, 245 Park Avenue, 44th Floor, New York, NY 10167.

(2) Interests shown consist solely of Class B ordinary shares.

Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or at any time and from time to time at the option of the holders of the Class B ordinary shares (as discussed in Note 6).

(3) Ares Acquisition Holdings II LP (our Sponsor) is a Cayman Islands exempted limited partnership managed by affiliates of Ares.

Ares Acquisition Holdings II is the general partner of our Sponsor.

Ares Investment Holdings LLC is the sole shareholder of Ares Acquisition Holdings II.

Ares Investment Holdings LLC is an indirect subsidiary of Ares.

Kristin Sverchek

Scott Tobin (5)

11,356,669 6.2 %

All Directors and Executive Officers as a Group (12 Individuals) (13)

55,454,512 28.5 %

_____________________________

*Represents beneficial ownership of less than 1%.

(1) Based solely on a Schedule 13G/A filed with the SEC on November 12, 2025.

Consists of (i) 12,500,000 shares of Common Stock held by the SPAC Sponsor, of which 6,250,000 of the shares held by the SPAC Sponsor are Sponsor Earn Out Shares that are subject to vesting and vest upon the occurrence of Triggering Event I during the Earn Out Period as described above, (ii) 3,591,627 shares of Common Stock held by the SPAC Sponsor Affiliate Investor and (iii) 14,300,000 shares of Common Stock issuable upon exercise of 14,300,000 Private Placement Warrants purchased by the SPAC Sponsor in connection with AACT’s initial public offering held by the SPAC Sponsor.

The SPAC Sponsor is a Cayman Islands exempted limited partnership managed by affiliates of Ares.

The SPAC Sponsor Affiliate Investor, AAC II Holdings II LP, is a Delaware limited partnership managed by affiliates of Ares.

Ares Acquisition Holdings II is the general partner of the SPAC Sponsor.

Ares Holdings L.P.

is the sole shareholder of Ares Acquisition Holdings II and the general partner of the SPAC Sponsor Affiliate Investor.

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”).

4 unchanged sentences

Kaplan, Antony P.

Ressler and Bennett Rosenthal.

Ressler generally has veto authority over board decisions.

(4) Based on information provided by First Trust Merger Arbitrage Fund (“VARBX”) on Schedule 13G, filed with the SEC on November 14, 2024 (filed jointly with First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”)).

As of September 30, 2024, VARBX owned 4,123,096 of our Class A ordinary shares and FTCM, FTCS and Sub GP each reported ownership

over 4,423,165 of our Class A ordinary shares.

As investment manager of VARBX and various client accounts that hold the reported securities, FTCM has the authority to vote or dispose of the reported securities.

FTCS and Sub GP may be deemed to control FTCM and therefore may also be deemed to be beneficial owners of the securities.

No one individual controls FTCS or Sub GP.

FTCS and Sub GP do not own any of our Class A ordinary shares for their own accounts.

The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

The principal business address of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

(5) Based on information provided by AQR Capital Management, LLC on Schedule 13G, filed with the SEC on November 14, 2024 (filed jointly with AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC (together with AQR Capital Management, LLC, “AQR”)).

As of September 30, 2024, AQR reported aggregate beneficial ownership of 3,499,999 of our Class A ordinary shares with sole voting power over 0 Class A ordinary shares, shared voting power over 3,499,999 Class A ordinary shares, sole dispositive power over 0 Class A ordinary shares and shared dispositive power over 3,499,999 Class A ordinary shares.

The principal business address of AQR is One Greenwich Plaza, Greenwich, CT 06830.

(6) Based on information provided by Westchester Capital Management, LLC (“Westchester Capital”) on Schedule 13G, filed with the SEC on November 14, 2024 (filed jointly with Virtus Investment Advisers, Inc.

(“Virtus”) and The Merger Fund (“TMF” and, together with Westchester Capital Management, and Virtus, “Westchester”)).

As of September 30, 2024, Westchester reported aggregate beneficial ownership of 3,098,687 of our Class A ordinary shares.

With respect to such amount:

Westchester Capital reported sole voting and dispositive power over 132,786 Class A ordinary shares and shared voting and dispositive power over 2,965,901 Class A ordinary shares, Virtus reported shared voting and dispositive power over 2,965,901 Class A ordinary shares, and TMF reported shared voting and dispositive power over 2,743,497 Class A ordinary shares.

Virtus acts as investment adviser to each of TMF, The Merger Fund VL (“MF VL”) and Virtus Westchester Credit Event Fund (“CEF”).

Westchester Capital acts as sub-advisor to each of TMF, MF VL, CEF and JNL Multi-Manager Alternative Fund (“JARB” and, together with TMF, MF VL, and CEF, the “Funds”) and may be deemed to beneficially own shares of ordinary shares held by TMF, MF VL, CEF and JARB.

Roy Behren and Mr.

Shannon each serve as Co-Presidents of Westchester Capital.

By virtue of these relationships, Westchester Capital and Messrs.

Behren and Shannon may be deemed to beneficially own the Class A ordinary shares held by the Funds, however, each of the reporting persons and Messrs.

Behren and Shannon disclaim beneficial ownership of such shares of Class A ordinary shares, except to the extent of their pecuniary interest therein.

The principal business address of Westchester Capital is 100 Summit Drive, Valhalla, NY 10595.

The principal business address of Virtus is One Financial Plaza, Hartford, CT 06103.

The principal business address of TMF is 101 Munson Street, Greenfield, MA 01301-9683.

(7) Based on information provided by Ramya Rao on Schedule 13G, filed with the SEC on November 13, 2024.

As of September 30, 2024, Ramya Rao reported aggregate beneficial ownership of 3,538,577 of our Class A ordinary shares with sole voting power over 3,538,577 Class A ordinary shares, shared voting power over 0 Class A ordinary shares, sole dispositive power over 3,538,577 Class A ordinary shares and shared dispositive power over 0 Class A ordinary shares.

The principal business address of Ramya Rao is 1 Churchill Place, London – E14 5HP.

(8) Based on information provided by Wealthspring Capital LLC on Schedule 13G/A, filed with the SEC on April 10, 2024 (filed jointly with Matthew Simpson (together with Wealthspring Capital LLC, “Wealthspring”)).

As of March 31, 2024, Wealthspring reported aggregate beneficial ownership of 5,094,666 of our Class A ordinary shares with sole voting power over 0 Class A ordinary shares, shared voting power over 5,094,666 Class A ordinary shares, sole dispositive power over 0 Class A ordinary shares and shared dispositive power over 5,094,666 Class A ordinary shares.

The principal business address of Wealthspring is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.

(9) Based on information provided by HGC Investment Management Inc.

on Schedule 13G, filed with the SEC on February 14, 2024.

As of December 31, 2023, HGC Investment Management Inc.

reported aggregate beneficial ownership of 4,881,504 of our Class A ordinary shares with sole voting power over 4,881,504 Class A ordinary shares, shared voting power over 0 Class A ordinary shares, sole dispositive power over 4,881,504 Class A ordinary shares and shared dispositive power over 0 Class A ordinary shares.

The principal business address of HGC Investment Management Inc.

is 1073 Yonge Street, 2nd Floor, Toronto, Ontario M4W 2L2, Canada.

(10) Does not include any shares indirectly owned by this individual as a result of his or her partnership interest in our Sponsor.

Our Sponsor and our executive officers and directors have agreed (a) to vote any shares owned by them in favor of any proposed business combination and (b) not to require us to redeem any shares in connection with a shareholder vote to approve a proposed initial business combination.

Our Sponsor and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

Changes in Control

Ressler and Bennett Rosenthal (collectively, the “Ares Partners Board Members”).

Ressler generally has veto authority over decisions of the Ares Partners Board Members.

The principal business address of the SPAC Sponsor and the SPAC Sponsor Affiliate Investor is c/o Ares Management LLC, 245 Park Avenue, 44th Floor, New York, NY 10167.

(2) Consists of (i) 15,318,625 shares of Common Stock issuable upon the exercise of 15,318,625 PIPE Warrants held by Alyeska Master Fund, L.P.

(“Alyeska”), (ii) 5,155,518 shares of Common Stock issuable upon exercise of 5,155,518 Public Warrants held by Alyeska and (iii) 122,549 shares of Preferred Stock held by Alyeska, convertible into 12,486,313 shares of Common Stock, subject to a 9.9% beneficial ownership limitation.

Alyeska Investment Group, L.P., the investment manager of Alyeska, has voting and investment control of the shares held by Alyeska.

Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P.

and may be deemed to be the beneficial owner of such shares.

Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska.

The registered address of Alyeska is at c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands.

Alyeska Investment Group, L.P.

is located at 77 W.

Wacker, Suite 700, Chicago, IL 60601.

(3) Based solely on a Schedule 13G filed with the SEC on October 1, 2025.

Paz Eshel is the sole trustee of the Paz Eshel Living Trust Dated August 25, 2025 and has dispositive power over the shares of Common Stock held thereby.

The business address is 2261 Market Street, Suite 85377, San Francisco, CA 94114.

(4) Based solely on a Schedule 13G filed with the SEC on September 30, 2025.

Consists of (i) 2,990,929 shares of Common Stock held of record by SIP Global Tech Fund I, L.P., (ii) 1,454,910 shares of Common Stock held of record by SIP Global Tech Opportunity LLC, (iii) 1,117,486 shares of Common Stock held of record by SIP Global Tech Opportunity 3 LLC and (iv) 6,979,874 shares of Common Stock held of record by SIP Global Tech Opportunity 4 LLC (collectively referred to as “SIP”).

The sole general partner of SIP Global Tech Fund I, L.P.

is SIP Global Tech Fund I, Inc.

The managing members of SIP Global Tech Fund I, Inc.

who may be deemed to share voting and dispositive power with respect to the shares held by SIP Global Tech Fund I, L.P.

are Jeffrey Smith, Justin Turkat, and Shigeki Saitoh.

The manager of the rest of the SIP entities is SIP Global Opportunity Manager LLC.

The managing members who may be deemed to share voting and dispositive power with respect to the shares held by SIP Global Tech Opportunity LLC, SIP Global Tech Opportunity 3 LLC and SIP Global Tech Opportunity 4 LLC are Matthew Salloway, Justin Turkat and Shigeki Saitoh.

Each of the foregoing persons disclaims beneficial ownership of these shares except to the extent of his/her pecuniary interest therein.

The address of SIP Global Tech Fund I, Inc.

is C/O Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Dr., P.O.

Box 2681, George Town, Grand Cayman KY1-1111 Cayman Islands.

The address of SIP Global Opportunity Manager LLC is 16192 Coastal Hwy, Lewes, DE 19958.

(5) Based solely on a Schedule 13D filed with the SEC on October 1, 2025.

Consists of (i) 215,770 shares of Common Stock held of record by Battery Investment Partners XII, LLC (“BIP XII”), and (ii) 11,140,899 shares of Common Stock held of record by Battery Ventures XII, L.P.

(“BV XII” and together with BIP XII, “Battery”).

The sole general partner of BV XII is Battery Partners XII, LLC (“BP XII”) and the sole managing member of BIP XII is BP XII.

The managing members of BP XII who may be deemed to share voting and dispositive power with respect to the shares held by BV XII and BIP XII are Neeraj Agrawal, Michael Brown, Morad Elhafed, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin.

The address of each of these entities is One Marina Park Drive, Suite 1100, Boston, MA 02210.

(6) Based solely on a Schedule 13G filed with the SEC on October 1, 2025.

Consists of 9,967,978 shares of Common Stock held by Quantum Partners LP, a Cayman Islands exempted limited partnership ("Quantum Partners"), and certain other funds/accounts (together with Quantum Partners, the “Soros Accounts”).

Soros Fund Management LLC (“SFM LLC”) serves as investment manager to each of the Soros Accounts.

As such, SFM LLC has been granted investment discretion over portfolio investments, including the Common Stock held for the Soros Accounts.

George Soros serves as Chairman of SFM LLC and has sole discretion to replace FPR Manager LLC, the manager of SFM LLC.

The address for SFM LLC and George Soros is 250 West 55th Street, New York, NY 10019.

(7) Consists of (i) 1,225,375 shares of Common Stock issuable upon exercise of 1,225,375 PIPE Warrants held by LMR Multi-Strategy Master Fund Limited (“LMR Multi-Strategy”), (ii) 1,451,081 shares of Common Stock issuable upon exercise of 1,451,081 Public Warrants held by LMR Multi-Strategy and (iii) 9,803 shares of Preferred Stock held by LMR Multi-Strategy, convertible into up to 998,811 shares of Common Stock, subject to a 9.9% beneficial ownership limitation.

Investment discretion of LMR Multi-Strategy, including but not limited to the voting and dispositive power of the shares, has been delegated to LMR Partners AG (“LMR”) and certain of its affiliates.

LMR and its affiliates disclaim beneficial ownership of the securities.

The address for LMR is Ground Floor, Glärnischstrasse 8, 8002 Zürich, Switzerland.

(8) Consists of (i) 1,225,375 shares of Common Stock issuable upon exercise of 1,225,375 PIPE Warrants held by LMR CCSA Master Fund Limited (“LMR CCSA”), (ii) 1,451,081 shares of Common Stock issuable upon exercise of 1,451,081 Public Warrants held by LMR CCSA and (iii) 9,803 shares of Preferred Stock held by LMR CCSA, convertible into up to 998,811 shares of Common Stock, each such conversion subject to a 9.9% beneficial ownership limitation.

Investment discretion of LMR CCSA, including but not limited to the voting and dispositive power of the shares, has been delegated to LMR and certain of its affiliates.

LMR and its affiliates disclaim beneficial ownership of the securities.

The address for LMR is Ground Floor, Glärnischstrasse 8, 8002 Zürich, Switzerland.

(9) Consists of (i) 25,915,204 shares of Common Stock held by Donald Burnette, (ii) 1,385,765 shares of Common Stock held by Citizens Trust Company of Delaware, Trustee of the Burnette Family Irrevocable Trust dated August 11, 2025 (the “Family Trust”), and (iii) 190,701 shares of Common Stock subject to stock options exercisable within 60 days of January 31, 2026.

Burnette and Mr.

Burnette’s spouse have shared voting and dispositive power with respect to the shares held by the Family Trust.

(10) Consists of (i) 178,740 shares of Common Stock and (ii) 1,503,081 shares of Common Stock subject to stock options exercisable within 60 days of January 31, 2026.

(11) Consists of 1,039,282 shares of Common Stock subject to stock options exercisable within 60 days of January 31, 2026.

(12) Consists of 59,242 shares of Common Stock held by the Satin Family Revocable Trust.

Allyson Satin is a trustee of the Satin Family Revocable Trust and has shared dispositive power of the shares of the Common Stock held thereby.

The business address of the trust is c/o Ares Management LLC, 1800 Ave of the Stars Ste 1400, Los Angeles, CA 90067.

(13) Consists of (i) 43,215,664 shares of Common Stock and (ii) 12,238,848 shares of Common Stock subject to stock options exercisable within 60 days of January 31, 2026.

Please see the sections titled “ Directors, Executive Officers and Corporate Governance ,” “ Executive Compensation ” and “ Certain Relationships and Related Transactions, and Director Independence ” for information regarding material relationships with our principal securityholders within the past two years.

Certain Relationships and Related Transactions, and Director Independence.

On March 19, 2021, our Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration of 25,156,250 Company’s Class B ordinary shares.

Through April 25, 2023, the Company effectuated a share surrender and share recapitalizations resulting in our Sponsor holding an aggregate of 12,937,500 Class B ordinary shares.

Our Sponsor agreed to forfeit up to 1,687,500 Class B ordinary shares to the extent that the underwriters’ over-allotment option was not exercised in full so that the Class B ordinary shares would represent, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering.

On April 25, 2023, the underwriters partially exercised the over-allotment option to purchase 5,000,000 Units;

thus, 1,250,000 Class B ordinary shares were no longer subject to forfeiture.

On June 5, 2023, following the expiration of the remaining over-allotment option, our Sponsor forfeited 437,500 Class B ordinary shares.

The Class B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a business combination, or earlier at the option of the holders of the Class B ordinary shares, on a one-for-one basis, subject to certain adjustments.

Our Sponsor has agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a business combination, or (ii) subsequent to the consummation of a business combination, (a) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the business combination, or (b) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Our Sponsor purchased an aggregate of 14,300,000 Private Placement Warrants for a purchase price of $1.00 per whole warrant in private placements in connection with the closing of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option.

Each Private Placement Warrant is exercisable by the holder for one Class A ordinary share at $11.50 per share.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the initial business combination.

In addition, our Sponsor has lent us $5,000,000, which we refer to throughout this the document as the Overfunding Loans.

The Overfunding Loans will be repaid upon the closing of our initial business combination or converted into warrants of the post-business combination entity at a price of $1.00 per warrant (or any combination of repayment or conversion), at our Sponsor’s discretion, which warrants will be identical to the Private Placement Warrants.

The Overfunding Loans were extended in order to ensure that the amount in the Trust Account was $10.10 per public share.

If we do not complete an initial business combination, we will not repay the Overfunding Loans from amounts held in the Trust Account, and the Trust Account proceeds will be distributed to our public shareholders, subject to the limitations described in this Annual Report;

however, we may repay the Overfunding Loans if there are funds available outside the Trust Account to do so.

As described in “Item 1.

Business—Effecting Our initial Business Combination—Sources of Target Businesses” and “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

The amount and other terms and conditions of any such joint acquisition or specified future issuance would be determined at the time of such joint acquisition.

Our executive offices are located at 245 Park Avenue, 44th Floor, New York, NY 10167.

The cost for our use of this space is included in the $16,667 per month fee we pay to our Sponsor for office space, utilities, secretarial support and administrative services, commencing on April 20, 2023.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial

business combination except certain affiliates of our sponsor will be entitled to reimbursement for any out-of-pocket expenses (or an allocable portion of such expenses), to the extent that such affiliates incur expenses for services provided to us before our initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On March 19, 2021, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000 to be used for the payment of costs related to the Initial Public Offering (the “Promissory Note”).

On February 8, 2023, the Company amended the Promissory Note with an effective date as of December 31, 2021 to increase the principal up to $400,000.

The Promissory Note was non-interest bearing, unsecured and payable upon the completion of the Initial Public Offering.

On April 25, 2023, the outstanding amount of $366,781 was repaid in full to the Sponsor.

Borrowings under the Promissory Note were no longer available after consummation of the Initial Public Offering.

In addition, to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $2,000,000 of such working capital loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

The terms of such working capital loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

We have 24 months, or such earlier date as our board of directors may approve, from the closing of the Initial Public Offering to consummate our initial business combination.

We are currently seeking shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination.

In connection with seeking shareholder approval for such extension, holders of Class A ordinary shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law.

If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such event, the warrants may be worthless.

After our initial business combination, our directors and executive officers who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration and shareholder rights agreement pursuant to which our Sponsor will be entitled to certain registration rights with respect to the Private Placement Warrants, the warrants issuable upon conversion of the Overfunding Loans and the working capital loans (if any) and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the Class B ordinary shares, and, upon consummation of our initial business combination, to nominate three individuals for appointment to our board of directors, as long as our Sponsor holds any securities covered by the registration and shareholder rights agreement.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.

We will bear the costs and expenses of filing any such registration statements.

We engaged Ares Management Capital Markets LLC, an affiliate of Our Sponsor, to provide consulting and advisory services to the Company in connection with the Initial Public Offering and the initial business combination.

Ares Management Capital Markets LLC received an advisory fee of $2,000,000, paid upon the closing of the Initial Public Offering, and will receive a deferred advisory fee of $3,500,000, payable solely in the event that we complete an initial business combination.

fees are reimbursed from a portion of the fees paid to the underwriters.

Policy for Approval of Related Party Transactions

The audit committee of our board of directors operates pursuant to a charter, providing for the review, approval or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee.

At its meetings, the audit committee is provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the Company and to the relevant related party.

Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction.

Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements discussed above in the sections titled “ Directors, Executive Officers and Corporate Governance—Non-Employee Director Compensation ” and “ Executive Compensation ,” the following is a description of each transaction since January 1, 2025 and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amount involved exceeded or exceeds $120,000;

• any of our directors, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Related Party Transactions with SPAC Sponsor and SPAC Sponsor Affiliates

AACT Class B Ordinary Shares

On April 22, 2025, the SPAC Sponsor converted all of its 12,500,000 AACT Class B Ordinary Shares into AACT Class A Ordinary Shares (the “Converted AACT Class A Ordinary Shares”) on a one-for-one basis, which was subsequently converted into 12,500,000 shares of our Common Stock upon the Domestication.

Private Placement Warrants

Concurrently with the closing of the IPO, AACT consummated the private placement of 14,300,000 Private Placement Warrants, including 1,000,000 Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $14.3 million in a private placement to the SPAC Sponsor.

Each Private Placement Warrant was exercisable to purchase one share of AACT Class A Ordinary Shares at a price of $11.50 per share prior to the Closing and is now exercisable to purchase one share of our Common Stock at a price of $9.28 per share.

Business Combination Registration Rights Agreement

At the Closing, AACT, the SPAC Sponsor, and certain Legacy Kodiak Securityholders entered into an A&R Registration Rights Agreement, pursuant to which, among other things, the SPAC Sponsor and such Legacy Kodiak Securityholders are granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to our securities that they hold following the Business Combination.

Upon the closing of the Business Combination, the SPAC Sponsor was no longer entitled to nomination rights for appointing a director to our Board.

Advisory Agreement

On April 20, 2023, AACT engaged Ares Management Capital Markets LLC, an affiliate of the SPAC Sponsor, to provide consulting and advisory services to AACT in connection with the IPO and an initial business combination.

AMCM received an IPO advisory fee of $2.0 million, paid upon the closing of the IPO.

Pursuant to its engagement letter with AACT, AMCM was eligible to receive a deferred IPO advisory fee of $3.5 million, payable solely in the event that the AACT completes an initial business combination.

Prior to the execution of the Business Combination Agreement, AACT and AMCM agreed to adjust the aggregate amount payable to AMCM as an IPO advisor upon closing of the Business Combination to $2.8 million.

Such fees were reimbursed from a portion of the fees paid to the underwriters of the IPO in connection with the Closing.

Sponsor Support Agreement

On April 14, 2025, the SPAC Sponsor entered into an agreement with AACT and Legacy Kodiak, pursuant to which the SPAC Sponsor agreed to, among other things:

(i) vote in favor of adoption of the Transaction Proposals (as defined in the Business Combination Agreement);

(ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Business Combination Agreement and the Business Combination;

and (iii) vote against any change in the business, management or board of directors of AACT (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements).

On April 16, 2025, the SPAC Sponsor agreed to make monthly deposits of $1.0 million directly to AACT’s trust account (the “Contributions”), up to an aggregate amount of $9.9 million.

The Contributions represent $0.02 for each outstanding AACT Class A Ordinary Share, other than the Converted AACT Class A Ordinary Shares held by the SPAC Sponsor.

The first Contribution was made on April 25, 2025, and additional Contributions were made on the 25th day of each month following April 25, 2025 (or if such day was not a business day, on the business day immediately preceding such day) until the Closing.

As of the Closing, the SPAC Sponsor had made $4.9 million of Contributions.

The Contributions did not bear any interest and were repaid upon the closing of the Business Combination.

Overfunding Loans

On April 25, 2023, concurrently with the closing of the IPO, the SPAC Sponsor extended to AACT a non-interest bearing loan of $4.5 million and an additional non-interest bearing loan of $500,000, for an aggregate outstanding principal amount of $5.0 million (the “Overfunding Loans”).

The Overfunding Loans were extended to ensure that the initial amount in the AACT’s trust account was $10.10 per public share.

The Overfunding Loans were repaid upon the closing of the Business Combination.

Working Capital Loans

To finance transaction costs in connection with a business combination, the SPAC Sponsor or an affiliate of the SPAC Sponsor provided AACT with Working Capital Loans (separate from the Overfunding Loans).

The SPAC Sponsor provided an aggregate of $1.7 million in Working Capital Loans to AACT.

The Working Capital Loans were repaid upon the closing of the Business Combination.

Administrative Service Fee

On April 20, 2023, AACT agreed to pay the SPAC Sponsor, or an affiliate of the SPAC Sponsor, a monthly fee of $16,667 for office space, utilities, secretarial support and administrative services.

AACT incurred $50,000 during both the three months ended March 31, 2025 and 2024, and $200,004 and $139,447 during the years ended December 31, 2024 and 2023, respectively, in expenses in connection with such services.

This arrangement terminated upon the closing of the Business Combination.

Observer Agreement

In connection with the Closing, we entered into the a board observer agreement (the “Observer Agreement”) with the SPAC Sponsor.

Pursuant to the Observer Agreement, following the Closing, the SPAC Sponsor is entitled to appoint one non-voting observer representative to attend certain meetings of our Board and our Board committees until the commencement of the third annual meeting of our stockholders following the Closing, subject to certain exceptions.

Letter Agreement

In addition, AACT, Legacy Kodiak, the SPAC Sponsor, and AAC II Co-Invest LP, a vehicle owned by certain Ares employees in which an officer and director of AACT was invested entered into a letter agreement whereby they (i) agreed that upon the Closing, our Board would waive the lockup restrictions with respect to shares of our Common Stock to be issued upon the conversion of the Second Lien Loans, other than those shares of our Common Stock to be issued to the SPAC Sponsor Affiliate Investor with respect to the initial Second Lien Loans provided by the SPAC Sponsor Affiliate Investor or to any of our directors, and (ii) provided that AAC II Co-Invest LP would have certain customary registration rights with respect our Common Stock to be received by such entity following conversion of the Second Lien Loans provided by such entity.

Second Lien Loan and Security Agreement and Related Acknowledgement

On August 22, 2025, an entity affiliated with Allyson Satin, a member of our Board, and at the time AACT’s Chief Operating Officer, funded $0.4 million of Second Lien Loans.

In connection with the Series A Preferred Investment, Legacy Kodiak and the SPAC Sponsor entered into a certain acknowledgement and agreement dated September 15, 2025 pursuant to which Legacy Kodiak and the SPAC Sponsor determined that for purposes of the Second Lien Loan and Security Agreement, as of September 15, 2025, the conversion price of the Second Lien Loan for purposes of its conversion to shares of Common Stock in connection with the Closing was equal to $6.00.

Pre-Business Combination Related Party Transactions

Walmart Agreement

On October 3, 2023, Legacy Kodiak entered into a Master Transportation Agreement with Wal-Mart Transportation, LLC (“Walmart”), as amended on May 28, 2024 and November 14, 2024 (the “Walmart Agreement”).

Pursuant to the Walmart Agreement, Legacy Kodiak agreed to provide certain transportation services utilizing its Kodiak Driver-powered trucks to Walmart.

For the year ended December 31, 2025, we received revenue in the amount of $169,000 pursuant to the Walmart Agreement.

James Reed currently serves on our Board and served as the Vice President of Transportation of Walmart until May 2025.

As a result, Mr.

Reed may be deemed to have an indirect material interest in the Walmart Agreement.

Gerhard Eschelbeck Compensation

Gerhard Eschelbeck, the father-in-law of Michael Wiesinger, has served as Legacy Kodiak’s Chief Security Officer since October 2022.

Total compensation paid to Mr.

Eschelbeck for the year ended December 31, 2025 consisted of base salary, bonus and other benefits totaling $120,000.00 and an option award granted under the 2018 Plan having an aggregate grant date fair value of $65,016, which award is subject to certain service-based vesting conditions.

SAFE Transactions

At various times since January 1, 2025, Legacy Kodiak has entered into SAFEs, each of which contemplates a valuation cap of $500.0 million and a discount rate of 50%, with certain investors, including certain of Legacy Kodiak’s related parties (collectively, the “SAFE Transactions”).

The following table sets forth a summary of the SAFE Transactions entered into with related parties since January 1, 2025:

Investor Name

Date of Transaction

Investment Amount ($)

Number of Shares of Common Stock Received at the Closing

Related Party

Aliya Growth Fund LLC-Series RR

Ross Kestin (1)

Battery Ventures XII, L.P.

Scott Tobin (2)

Battery Investment Partners XII, LLC

Scott Tobin (2)

_____________________________

(1) Ross Kestin is the Founding Partner and CEO of Aliya and is a former director of the Legacy Kodiak Board.

(2) Scott Tobin is Senior Partner at Battery Ventures, served as a director on the Legacy Kodiak Board, and serves as a director on our Board.

The terms detailed in the table above reflect the terms for each of the SAFEs after they were amended and restated on February 24, 2025.

Second Lien Loan and Security Agreement

On April 14, 2025, Legacy Kodiak entered into the Second Lien Loan and Security Agreement, pursuant to which Legacy Kodiak has received funding from certain lenders, including certain of Legacy Kodiak’s related parties, and issued Second Lien Loans to such parties convertible into Common Stock.

In connection with the Closing, subject to certain exceptions, the Second Lien Loans automatically converted into Legacy Kodiak Common Stock and subsequently converted into shares of our Common Stock.

The following table sets forth a summary of the Second Lien Loan transactions entered into with related parties:

Date of Transaction (1)

Delayed Draw Second Lien Loan ($)

Number of Shares of Common Stock Received at the Closing

Related Party

Description of the Relationship

Aliya Growth Fund LLC-Series AG

The Satin Family Revocable Trust

Allyson Satin

_____________________________

(1) The delayed draw Second Liens Loans were fully funded over time.

(2) Ross Kestin is the Founding Partner and CEO of Aliya and is a former director of the Legacy Kodiak Board.

(3) Allyson Satin was the Chief Operating Officer of AACT and is a member of our Board.

For a description of the material terms of the Second Lien Loan and Security Agreement, see the section titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations and Other Commitments .”

Company Support Agreement

In connection with the entrance into of the Business Combination Agreement, certain Legacy Kodiak stockholders and Don Burnette entered into a Company Support Agreement with Legacy Kodiak and AACT.

Among such stockholders are:

(i) Aliya, which is affiliated with Ross Kestin, a former director of the Legacy Kodiak Board;

(ii) SIP, which held more than 5% of the outstanding capital stock of Legacy Kodiak and holds more than 5% of our outstanding capital stock upon the Closing;

(iii) Battery Ventures, which is affiliated with Scott Tobin, a director on the Legacy Kodiak Board and our Board;

and (iv) Paz Eshel, who held more than 5% of the outstanding capital stock of Legacy Kodiak and holds more than 5% of our outstanding capital stock upon the Closing.

PIPE Subscription Agreements and Series A Preferred Investment

Concurrently with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, AACT entered into Subscription Agreements with the PIPE Investors, including entities affiliated with Soros (Quantum Partners LP and Palindrome Master Fund LP) and Alyeska Master Fund, L.P.

(“Alyeska”), who hold more than 5% of our Common Stock and Preferred Stock, respectively.

Pursuant to the Subscription Agreements, the entities affiliated with Soros agreed to purchase shares of Common Stock at a price per share equal to the Redemption Price for an aggregate commitment amount of $10.0 million and Alyeska agreed to purchase shares of Common Stock at a price per share equal to 90% of the Redemption Price for an aggregate commitment amount of $50.0 million.

In addition, on September 15, 2025, in connection with a financing effort related to the Business Combination, AACT entered into a Preferred Subscription Agreement with Alyeska amending and restating its Subscription Agreement, pursuant to which Alyeska agreed, among other things, to purchase, in lieu of its initial $50 million PIPE commitment, $125 million worth of shares of Series A Preferred Stock and PIPE Warrants.

In connection with the Closing, the $10.0 million aggregate subscription amount of the entities affiliated with Soros was deemed satisfied and offset by their holdings of AACT Class A Ordinary Shares that were not redeemed from AACT’s trust account.

At the Closing, we issued an aggregate of 122,549 shares of Series A Preferred Stock and PIPE Warrants to purchase an aggregate of 12,254,900 shares of Common Stock to Alyeska.

Indemnification Agreements

In connection with the consummation of the Business Combination, we entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL.

indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding to the fullest extent permitted by law.

Our Bylaws also empower us to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

For additional information related to Kodiak’s indemnification obligations in respect of its directors and officers, see the section titled “ Directors, Executive Officers and Corporate Governance—Limitation on Liability and Indemnification of Directors and Officers.

” We believe that the indemnification provisions in our Certificate of Incorporation and Bylaws, liability insurance and any indemnification agreements that are entered into are necessary to attract and retain talented and experienced directors and officers.

Policies and Procedures for Related Person Transactions

We have adopted a formal, written policy regarding related person transactions, which provides that a related person transaction is a transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, in which we are a participant and in which a related person has, had or will have a direct or indirect material interest and in which the aggregate amount involved exceeds $120,000.

This policy also provides that a related person means any of our executive officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders of more than 5% of any class of our voting securities and any member of the immediate family of, or person sharing the household with, any of the foregoing persons.

Our Audit Committee has the primary responsibility for reviewing and approving or disapproving related person transactions.

In addition to this policy, our Audit Committee charter provides that our Audit Committee shall review and approve or disapprove any related person transactions.

All related person transactions described in this section occurred prior to adoption of the formal, written policy described above, and therefore these transactions were not subject to the approval and review procedures set forth in the policy.

Director Independence

NYSE listing standards require that a majority of our board of directors be independent.

An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that each of Brad Coleman, David G.

Hirz and Felicia Thornton are independent directors as defined in the NYSE listing standards and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Principal Accounting Fees and Services

The following is a summary of fees paid or to be paid to WithumSmith+Brown, PC (“Withum”) for services rendered.

Our Board has determined that each of the directors on our Board other than Mr.

Burnette and Mr.

Reed qualifies as an independent director, as defined under the Nasdaq listing rules, and our Board consists of a majority of “independent directors,” as defined under the rules of the SEC and Nasdaq relating to director independence requirements.

In addition, Kodiak is subject to the rules of the SEC and Nasdaq relating to the membership, qualifications and operations of the Compensation Committee and the Audit Committee, as discussed above.

Principal Accountant Fees and Services.

Fees Paid to Independent Registered Public Accounting Firm

The following table provides information regarding the fees billed by Deloitte & Touche LLP (“Deloitte”) for the fiscal years ended December 31, 2025 and December 31, 2024, inclusive of out-of-pocket expenses.

Audit Fees (1)

$ 2,378,563 $ —

Audit-Related Fees

138,513 135,914

All Other Fees — —

$ 2,517,076 $ 135,914

________________________

(1) Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of our quarterly condensed consolidated financial statements, and audit services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings.

(2) Tax fees consist of fees for professional services for tax compliance, tax advice and tax planning.

Fees Paid to Prior Independent Registered Public Accounting Firm

WithumSmith+Brown, PC (“Withum”) served as the independent registered public accounting firm for AACT, the legal predecessor of the Company, for the period from March 15, 2021 (AACT’s inception) through the year ended December 31, 2024, and the subsequent interim period until September 24, 2025.

On September 24, 2025, our Audit Committee approved the change in the Company’s independent registered public accounting firm, effective September 24, 2025, to Deloitte .

The following is a summary of fees paid to Withum for services rendered for the fiscal years ended December 31, 2025 and 2024.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings.

The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2024 and 2023 totaled $104,520 and $152,880, respectively.

The aggregate fees

billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2025 and 2024 totaled $194,915 and $104,520, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

5 unchanged sentences

We did not pay Withum for other services for the years ended December 31, 2025 and 2024.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms of such services (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report:

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Consistent with requirements of the SEC and the PCAOB regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm.

In recognition of this responsibility, our audit committee has established a policy for the pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm.

These services may include audit services, audit-related services, tax services and other services.

The audit committee’s pre-approval policy provides for the pre-approval of audit, audit-related and tax services specifically described by the audit committee on an annual basis, and unless a type of service is pre-approved under the policy, it will require separate pre-approval by the audit committee if it is to be provided by the independent registered public accounting firm.

The policy authorizes the audit committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

Following the adoption of our pre-approval policy in September 2025, all services provided by Deloitte for our fiscal year ended December 31, 2025, which includes all fees for audit services, were pre-approved by our audit committee in accordance with the policy.

All services provided by Deloitte for our fiscal year ended December 31, 2025 were approved by our Board.

Exhibits and Financial Statement Schedules.

(a) Documents filed as part of this report are as follows:

(1) Financial Statements:

See “Index to Financial Statements” at page F-1.

(b) Financial Statement Schedules.

All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report.

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on April 26, 2023).

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on April 26, 2023 (File No.

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, filed on April 7, 2023 (File No.

333-270951)).

Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A, filed on April 7, 2023 (File No.

333-270951)).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A, filed on April 7, 2023 (File No.

333-270951)).

Description of Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form

10-K, filed on February 28, 2024 (File No.

Private Placement Warrants Purchase Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 26, 2023 (File No.

Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 26, 2023 (File No.

Registration and Shareholder Rights Agreement among the Company and the Sponsor (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 26, 2023 (File No.

Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 26, 2023 (File No.

Administrative Services Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on April 26, 2023 (File No.

Promissory Note, dated as of April 25, 2023, between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on April 26, 2023 (File No.

Promissory Note (over-allotment), dated as of April 25, 2023, between the Company and the Sponsor (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on April 26, 2023 (File No.

Consulting and Advisory Services Agreement between the Company and Ares Management Capital Markets LLC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on April 26, 2023 (File No.

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A, filed on April 7, 2023 (File No.

333-270951)).

Amended & Restated Promissory Note, dated as of February 8, 2023, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, filed on March 29, 2023 (File No.

333-270951)).

Securities Subscription Agreement, dated March 19, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, filed on March 29, 2023 (File No.

333-270951)).

Insider Trading Policy.

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Refer to the “Index to Consolidated Financial Statements” included under Part II, Item 8 of this Form 10-K.

(2) Financial Statement Schedules:

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included under Part II, Item 8 of this Form 10-K.

(3) Exhibits:

The documents listed below are incorporated by reference or are filed with this report, in each case as indicated therein.

Incorporated by Reference

Exhibit Number Description Form File No.

Exhibit Number Filing

Date Filed Herewith

2.1* Business Combination Agreement, dated as of April 14, 2025, by and among Ares Acquisition Corporation II, Kodiak Robotics, Inc.

and AAC II Merger Sub, Inc.

Form S-4/A File No.

333-287278 2.1 August 25, 2025

2.2* Plan of Domestication of Ares Acquisition Corporation II

Form S-4/A File No.

333-287278 2.1 August 25, 2025

3.1 Certificate of Incorporation of Kodiak AI, Inc.

Form 8-K File No.

001-41691 3.2 September 30, 2025

3.2 Certificate of Designation

Form 8-K File No.

001-41691 3.1 September 30, 2025

3.3 Bylaws of Kodiak AI, Inc.

Form 8-K File No.

001-41691 3.3 September 30, 2025

4.1 Specimen Common Stock Certificate

Form 8-K File No.

001-41691 4.4 September 30, 2025

4.2 Warrant Agreement, dated as of April 20, 2023, by and between Continental Stock Transfer & Trust Company and the Company

Form 8-K File No.

001-41691 4.1 April 26, 2023

4.3 Form of Assumed Kodiak Warrant

Form S-4/A File No.

333-287278 4.6 August 25, 2025

4.4 Form of Public Warrant Certificate

Form S-1/A File No.

333-290832 4.3 April 7, 2023

4.5 Form of PIPE Warrant Certificate

Form 8-K File No.

001-41691 4.1 September 15, 2025

4.6 Form of Non-Redemption Agreement Warrant Certificate

Form 8-K File No.

001-41691 4.1 September 23, 2025

4.7 D escription of Capit al Stock

10.1 Amended and Restated Registration Rights Agreement, dated as of September 24, 2025, by and among the Company and each of the stockholders of the Company identified on the signature pages thereto

Form 8-K File No.

001-41691 10.8 September 30, 2025

Kodiak AI, Inc.

2025 Equity Incentive Plan and forms of agreements thereunder

Form 8-K File No.

001-41691 10.15 September 30, 2025

Kodiak AI, Inc.

2025 Employee Stock Purchase Plan.

Form 8-K File No.

001-41691 10.16 September 30, 2025

Kodiak AI, Inc.

Executive Change in Control and Severance Policy

Form 8-K File No.

001-41691 10.17 September 30, 2025

Kodiak AI, Inc.

Executive Incentive Compensation Plan

Form 8-K File No.

001-41691 10.18 September 30, 2025

Kodiak AI, Inc.

Outside Director Compensation Policy

Form 8-K File No.

001-41691 10.20 September 30, 2025

Kodiak AI, Inc.

2018 Equity Incentive Plan and forms of agreements thereunder

Form 8-K File No.

001-41691 10.21 September 30, 2025

Confirmatory Employment Letter between the Company and Don Burnette, effective July 18, 2025

Form S-4/A File No.

333-287278 10.6 August 25, 2025

Confirmatory Employment Letter between the Company and Michael Wiesinger, effective July 18, 2025

Form S-4/A File No.

333-287278 10.8 August 25, 2025

O ffer Letter between the Company and Surajit Datta, dated August 18, 2025

Form of Indemnification Agreement between Kodiak AI, Inc.

and each of its directors and executive officers

Form S-4/A File No.

333-287278 10.10 August 15, 2025

10.12 Sponsor Support Agreement, dated as of April 14, 2025, by and among Ares Acquisition Corporation II, Kodiak Robotics, Inc.

and Ares Acquisition Holdings II LP

Form S-4/A File No.

333-287278 10.11 August 25, 2025

10.13 Form of Company Support Agreement, by and among Ares Acquisition Corporation II, Kodiak Robotics, Inc.

and the persons set forth on Schedule A

Form 8-K File No.

001-41691 10.2 April 14, 2025

10.14 Form of PIPE Subscription Agreement

Form S-4/A File No.

333-287278 10.13 August 25, 2025

10.15 Letter Agreement, dated as of April 20, 2023, by and among Ares Acquisition Corporation II, Ares Acquisition Holdings II LP and Ares Acquisition Corporation II’s directors and officers

Form 8-K File No.

001-41691 10.4 April 26, 2023

Venture Loan and Security Agreement, dated as of December 31, 2025, by and among Kodiak AI, Inc., Kodiak Robotics, Inc.

and Horizon Technology Finance Corporation

Form 8-K File No.

001-41691 10.1 December 31, 2025

Second Lien Loan and Security Agreement, by and among Kodiak Robotics, Inc., Ares Agent Services, L.P.

and the lenders identified on the signature pages thereto, dated as of April 14, 2025

Form S-4/A File No.

333-287278 10.26 August 25, 2025

10.18 First Amendment to Second Lien Loan and Security Agreement, by and among Kodiak Robotics, Inc., Ares Agent Services, L.P.

and the lenders identified on the signature pages thereto, dated as of July 18, 2025

Form S-4/A File No.

333-287278 10.27 August 25, 2025

10.19 Second Amendment to Second Lien Loan and Security Agreement, by and among Kodiak Robotics, Inc., Ares Agent Services, L.P.

and the lenders identified on the signature pages thereto, dated as of August 25, 2025

Form S-4/A File No.

333-287278 10.28 August 25, 2025

Third Amendment to Second Lien Loan and Security Agreement, by and among Kodiak Robotics, Inc., Ares Agent Services, L.P.

and the lenders identified on the signature pages thereto, dated as of March 2 , 2026

Master Financing Agreement between Kodiak Robotics, Inc.

and Western Alliance Equipment Finance, LLC, dated July 19, 2022

333-287278 10.24 June 30, 2025

Master Services Agreement between Kodiak Robotics, Inc.

and Fountainhead Logistics, LLC, dated July 17, 2024

333-287278 10.25 June 30, 2025

Amendment No.

1 to Master Services Agreement between Kodiak Robotics, Inc.

and Fountainhead Logistics, LLC, dated June 13, 2025

333-287278 10.26 June 30, 2025

Master Services and Software License Agreement between Kodiak Robotics, Inc.

and Applied Intuition, Inc., dated September 27, 2018

333-287278 10.27 June 30, 2025

Renewal Agreement to Master Services and Software License Agreement between Kodiak Robotics, Inc.

and Applied Intuition, Inc., dated September 19, 2024

333-287278 10.28 June 30, 2025

10.26 Board Observer Agreement, dated September 24, 2025, by and between Ares Acquisition Corporation II and Ares Acquisition Holdings II LP

Form 8-K File No.

001-41691 10.9 September 30, 2025

10.27 Letter Agreement by and among Kodiak Robotics, Inc., Ares Acquisition Corporation II, Ares Acquisition Holdings II LP and AAC II Co-Invest LP

Form S-4/A File No.

333-287278 10.35 August 15, 2025

10.28 Acknowledgement and Agreement, by and among Kodiak Robotics, Inc., Ares Agent Services, L.P.

and AAC II Holdings II LP, dated as of September 15, 2025

Form 8-K File No.

001-41691 10.2 September 15, 2025

10.29 Form of Subscription Agreement for Preferred Investment

Form 8-K File No.

001-41691 10.1 September 15, 2025

10.30 Form of Common Stock Non-Redemption Agreement

Form 8-K File No.

001-41691 10.2 September 23, 2025

10.31 Form of Warrant Non-Redemption Agreement

Form 8-K File No.

001-41691 10.1 September 23, 2025

19.1 I nsider Trading Policy

21.1 L is t of Subsidiaries of the C ompany

333-290832 21.1 October 10, 2025

23.1 C onsent of Ernst & Young LLP

23.2 C onsent of Deloitte & Touche LLP

24.1 Power of Attorney (contained in the signature page to this Annual Report on Form 10-K)

31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 (File No.

333-270951)).

101.INS* XBRL Instance Document

101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* XBRL Taxonomy Extension Labels Linkbase Document

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

104* Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith

** These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.

97.1 Kodiak AI, Inc.

Compensation Recovery Plan

Form 8-K File No.

001-41691 10.19 September 30, 2025

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X

* Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) or (b)(2), as applicable of Regulation S-K.

The registrants agree to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

+ Indicates management contract or compensatory plan.

# Certain confidential information contained in this exhibit has been omitted because it is both (i) not material;

and (ii) the type that the registrants treat as private or confidential.

† These certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Form 10-K Summary.

Not applicable.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ARES ACQUISITION CORPORATION II

March 12, 2025

/s/ Jarrod Phillips

Jarrod Phillips

Chief Financial Officer

(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name Position Date

Kaplan Chief Executive Officer and Co-Chairman March 12, 2025

Kaplan (Principal Executive Officer)

/s/ Michael J Arougheti Co-Chairman March 12, 2025

Michael J Arougheti

/s/ Jarrod Phillips Chief Financial Officer March 12, 2025

Jarrod Phillips (Principal Financial Officer)

/s/ Brad Coleman Director March 12, 2025

Hirz Director March 12, 2025

/s/ Felicia Thornton Director March 12, 2025

Felicia Thornton

ARES ACQUISITION CORPORATION II

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements:

Balance Sheets as of December 31, 2024 and 2023 F-3

Statements of Operations for the years ended December 31, 2024 and 2023 F-4

Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024 and 2023 F-5

Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-6

Notes to Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Ares Acquisition Corporation II

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Ares Acquisition Corporation II (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, changes in shareholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable to consummate a business combination by April 25, 2025, the Company will be required to liquidate the Trust Account.

The date for mandatory liquidation of the Trust Account raises substantial doubt about the Company’s ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2021.

New York, New York

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 11, 2026

PCAOB Number 100

ARES ACQUISITION CORPORATION II

BALANCE SHEETS

As of December 31,

Current assets:

Cash $ 975,319 $ 1,905,123

Prepaid expenses 125,663 509,950

Total current assets 1,100,982 2,415,073

Investments held in Trust Account 550,800,038 523,038,352

Total assets $ 551,901,020 $ 525,453,425

Liabilities and shareholders’ deficit

Current liabilities:

Accrued expenses $ 690,348 $ 271,633

Due to related party 50,221 7,500

Total current liabilities 740,569 279,133

Overfunding loans 5,000,000 5,000,000

Deferred underwriting and advisory fees 17,500,000 17,500,000

Total liabilities 23,240,569 22,779,133

Commitments and contingencies

Class A ordinary shares, $ 0.0001 par value;

50,000,000 shares subject to possible redemption at $ 11.01 and $ 10.46 per share at December 31, 2024 and 2023, respectively

550,700,038 522,938,352

Shareholders’ deficit

Preference shares, $ 0.0001 par value;

99,990,000 shares authorized;

none issued or outstanding

Class A ordinary shares, $ 0.0001 par value;

9,000,000,000 shares authorized;

none issued and outstanding (excluding 50,000,000 shares subject to possible redemption at December 31, 2024 and 2023)

Class B ordinary shares, $ 0.0001 par value;

900,000,000 shares authorized;

12,500,000 shares issued and outstanding at December 31, 2024 and 2023

Accumulated deficit ( 22,040,837 ) ( 20,265,310 )

Total shareholders’ deficit ( 22,039,587 ) ( 20,264,060 )

Total liabilities and shareholders’ deficit

$ 551,901,020 $ 525,453,425

The accompanying notes are an integral part of these financial statements.

ARES ACQUISITION CORPORATION II

STATEMENTS OF OPERATIONS

For the year ended December 31,

General and administrative expenses $ 1,775,527 $ 1,122,892

Loss from operations ( 1,775,527 ) ( 1,122,892 )

Other income:

Investment income on investments held in Trust Account 27,761,686 18,038,352

Total other income 27,761,686 18,038,352

Net income $ 25,986,159 $ 16,915,460

Basic and diluted weighted average shares outstanding of Class A ordinary shares 50,000,000 34,383,562

Basic and diluted net income per share, Class A ordinary shares

$ 0.42 $ 0.36

Basic and diluted weighted average shares outstanding of Class B ordinary shares (1)

12,500,000 12,500,000

Basic and diluted net income per share, Class B ordinary shares

$ 0.42 $ 0.36

(1) On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option.

All share and per share amounts have been retroactively restated to reflect the share surrender and share recapitalization events and the share forfeitures (see Note 4).

The accompanying notes are an integral part of these financial statements.

ARES ACQUISITION CORPORATION II

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity (Deficit)

Shares Amount

Balance at December 31, 2022 (1)

12,500,000 $ 1,250 $ 23,750 $ ( 16,039 ) $ 8,961

Sale of private placement warrants — — 14,300,000 — 14,300,000

Fair value of public warrants at issuance — — 2,625,000 — 2,625,000

Accretion of Class A ordinary shares to redemption amount — — ( 16,948,750 ) ( 37,164,731 ) ( 54,113,481 )

Net income — — — 16,915,460 16,915,460

Balance at December 31, 2023 (1)

12,500,000 1,250 — ( 20,265,310 ) ( 20,264,060 )

Accretion of Class A ordinary shares to redemption amount — — — ( 27,761,686 ) ( 27,761,686 )

Net income — — — 25,986,159 25,986,159

Balance at December 31, 2024

12,500,000 $ 1,250 $ — $ ( 22,040,837 ) $ ( 22,039,587 )

(1) On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option.

All share amounts have been retroactively restated to reflect the share surrender and share recapitalization events and the share forfeitures (see Note 4).

The accompanying notes are an integral part of these financial statements.

ARES ACQUISITION CORPORATION II

STATEMENTS OF CASH FLOWS

For the year ended December 31,

Cash flows from operating activities:

Net income $ 25,986,159 $ 16,915,460

Adjustments to reconcile net income to net cash used in operating activities:

Investment income earned on investments held in Trust Account ( 27,761,686 ) ( 18,038,352 )

Changes in operating assets and liabilities:

Prepaid expenses 384,287 ( 508,750 )

Accrued expenses 418,715 271,633

Due to related party 42,721 7,500

Net cash used in operating activities ( 929,804 ) ( 1,352,509 )

Cash flows from investing activities:

Cash deposited in Trust Account — ( 505,000,000 )

Net cash used in investing activities — ( 505,000,000 )

Cash flows from financing activities:

Proceeds received from initial public offering, gross — 500,000,000

Proceeds received from sale of private placement warrants — 14,300,000

Proceeds received from overfunding loans — 5,000,000

Repayment of promissory note — ( 366,781 )

Payment of underwriter and advisory fee — ( 10,000,000 )

Payment of offering costs — ( 675,587 )

Net cash provided by financing activities — 508,257,632

Net change in cash ( 929,804 ) 1,905,123

Cash – beginning of period 1,905,123 —

Cash – end of period $ 975,319 $ 1,905,123

Supplemental disclosure of non-cash activities

Offering costs included in accrued expenses $ — $ ( 270,391 )

Deferred offering costs paid by Sponsor through promissory note $ — $ 133,538

Deferred underwriting and advisory fees $ — $ 17,500,000

The accompanying notes are an integral part of these financial statements.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

Ares Acquisition Corporation II (the “Company”) was incorporated as a Cayman Islands exempted company on March 15, 2021.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2024, the Company had not commenced any operations.

All activity for the period from March 15, 2021 (inception) through December 31, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the closing of the Initial Public Offering, the search for a prospective initial business combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on April 20, 2023.

On April 25, 2023, the Company consummated its Initial Public Offering of 50,000,000 units (the “Units” and, with respect to the shares Class A ordinary shares included in the Units being offered, the “public shares”) at $ 10.00 per Unit, including 5,000,000 Units to cover over-allotments (the “Over-Allotment Units”), at $ 10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $ 500,000,000 , and incurring offering costs of $ 28,550,129 , of which $ 17,500,000 was for deferred underwriting commissions (see Note 5).

Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”).

Simultaneously with the closing of the Initial Public Offering:

(i) the Company consummated the sale of 14,300,000 warrants (the “Private Placement Warrants”), including 1,000,000 Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $ 14,300,000 , in a private placement to Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and (ii) the Sponsor extended to the Company a non-interest bearing promissory note of $ 4,500,000 (the “Base Overfunding Loan”) and an additional non-interest bearing promissory note of $ 500,000 (the “Over-allotment Overfunding Loan”) in connection with the sale of the Over-Allotment Units, for which both loans are collectively referred to as the “Overfunding Loans,” for a total outstanding balance of $ 5,000,000 (see Note 4).

Upon the closing of the Initial Public Offering and the private placement, $ 505,000,000 ($ 10.10 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the private placement and the Overfunding Loans were placed in a trust account (“Trust Account”) located in the United States and invested solely in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination;

and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80 % of the assets held in the Trust Account (excluding the deferred underwriting fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-business combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company will provide its holders of the outstanding public shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the consummation of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

made by the Company, solely in its discretion.

The public shareholders will be entitled to convert their public shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.10 per public share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes paid or payable, if any).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The public shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination only if it obtains the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of shareholders holding a majority of ordinary shares who attend and vote at a shareholder meeting.

If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Class B ordinary shares, and the Sponsor and the Company’s officers and directors have agreed to vote any public shares acquired in or after the Initial Public Offering in favor of a Business Combination.

Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or abstain from voting on the proposed transaction.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct conversion pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from converting its shares with respect to more than an aggregate of 15 % or more of the public shares sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors have agreed (i) to waive their redemption rights with respect to their Class B ordinary shares and any public shares held by them in connection with the completion of a Business Combination and (ii) not to propose an amendment to (a) modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with a Business Combination or to redeem 100 % of the Company’s public shares if the Company does not complete a Business Combination by the Combination Period (as defined below) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their public shares in conjunction with any such amendment.

The Company has until April 25, 2025 to complete a Business Combination (the “Combination Period”).

The Company is currently seeking shareholder approval to amend its Amended and Restated Memorandum and Articles of Association to extend the Combination Period.

Pursuant to the Amended and Restated Memorandum and Articles of Association, in connection with the shareholder vote for an extension, holders of Class A ordinary shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law.

If the Company is unable to complete a Business Combination within the Combination Period and the Combination Period is not extended, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest income to pay liquidation expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which may expire worthless if the Company fails to complete a Business Combination within the Combination Period (as it may be extended).

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

The Sponsor has agreed to waive its liquidation rights with respect to its Class B ordinary shares if the Company fails to complete a Business Combination within the Combination Period (as it may be extended).

However, if the Sponsor or the Company’s officers or directors acquire public shares in or after the Initial Public Offering, such public shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as it may be extended).

The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period (as it may be extended) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the public shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $ 10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all material vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management has evaluated the impact of persistent inflation and rising interest rates, financial market instability and certain geopolitical events.

Management has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

Going Concern Considerations, Liquidity and Capital Resources

As of December 31, 2024, the Company had $ 975,319 in its operating bank account and investments held in the Trust Account of $ 550,800,038 consisting of cash and investments in U.S.

government securities.

Interest income on the balance in the Trust Account may be used by the Company to pay taxes, and to pay up to $100,000 of any dissolution expenses.

The Company’s liquidity needs to date have been satisfied through a contribution of $ 25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Class B ordinary shares, a loan of $ 366,781 from the Sponsor pursuant to the Promissory Note (see Note 4), and the proceeds from the consummation of the private placement not held in the Trust Account.

The Company repaid the Promissory Note in full on April 25, 2023.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may provide the Company with Working Capital Loans (see Note 4).

As of December 31, 2024 and 2023, there were no amounts outstanding under any Working Capital Loan.

Management has determined that the mandatory liquidation of the Trust Account, should a business combination not occur, raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued.

Management plans to complete the initial Business Combination prior to the mandatory liquidation date of the Trust Account and expects to receive financing from the Sponsor or an affiliate of the Sponsor to meet its obligations through the time of liquidation of the Trust Account or the completion of the initial Business Combination.

There is no financing that is currently committed and no assurance that the plans to consummate the initial Business Combination will be successful or successful within the Combination Period (as it may be extended).

The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Segment Reporting

The Company complies with ASU 2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of these financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company has $975,319 and $1,905,123 of cash as of December 31, 2024 and 2023, respectively.

The Company did not have cash equivalents held outside the Trust Account as of December 31, 2024 and 2023.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S.

government treasury obligations.

The Company’s investments held in the Trust Account are classified as trading securities.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

Trading securities are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in investment income on investments held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using quoted market prices in active markets.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of December 31, 2024 and 2023, the carrying values of cash, accrued expenses, due to related party and advances from related party approximate their fair values due to the short-term nature of the instruments.

The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S.

government treasury obligations.

The fair value for trading securities is determined using quoted market prices in active markets.

Derivative Financial Instruments

The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period.

The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period.

The Company accounts for the Public Warrants and the Private Placement Warrants in accordance with the guidance contained in ASC 815.

Such guidance provides that the warrants are not precluded from equity classification.

Equity-classified contracts are initially measured at fair value (or allocated value).

Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.

The Company incurred offering costs amounting to $ 28,550,129 as a result of the Initial Public Offering (consisting of $ 10,000,000 of underwriting fees, $ 17,500,000 of deferred underwriting fees, and $1,050,129 of other offering costs).

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’ equity.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2024 and 2023, 50,000,000 Class A ordinary shares, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

This method would view the end of the reporting period as if it were also the redemption date for the security.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

As of December 31, 2024 and 2023, the Class A ordinary shares reflected in the accompanying balance sheets are reconciled in the following table:

Gross proceeds $ 500,000,000

Proceeds allocated to Public Warrants ( 2,625,000 )

Class A ordinary shares issuance costs ( 28,550,129 )

Accretion of carrying value to redemption value 54,113,481

Class A ordinary shares subject to possible redemption as of December 31, 2023

Accretion of carrying value to redemption value 27,761,686

Class A ordinary shares subject to possible redemption as of December 31, 2024

$ 550,700,038

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company has determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and 2023.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the government of the Cayman Islands.

In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period.

Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants because the exercise of the warrants is contingent upon the occurrence of future events.

The following table reflects the calculation of basic and diluted net income per ordinary share:

For the year ended December 31,

Class A ordinary shares

Net income attributable to Class A ordinary shares

$ 20,788,927 $ 12,405,494

Basic and diluted weighted average shares outstanding, Class A ordinary shares 50,000,000 34,383,562

Basic and diluted net income per share, Class A ordinary shares

$ 0.42 $ 0.36

Class B ordinary shares

Net income attributable to Class B ordinary shares

$ 5,197,232 $ 4,509,966

Basic and diluted weighted average shares outstanding, Class B ordinary shares 12,500,000 12,500,000

Basic and diluted net income per share, Class B ordinary shares

$ 0.42 $ 0.36

Recent Accounting Pronouncements

The Company considers the applicability and impact of all ASUs issued by FASB.

ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its financial statements.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.” The ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted.

The Company has concluded this guidance does not have a material impact on its financial statements.

Information presented within “Note 9.

Segment Information” reflects the impact from adoption of ASU 2023-07.

INITIAL PUBLIC OFFERING

On April 25, 2023, the Company consummated its Initial Public Offering of 50,000,000 Units, including 5,000,000 Units to cover Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds of $ 500,000,000 , and incurring offering costs of $ 28,550,129 , of which $ 17,500,000 was for deferred underwriting commissions (see Note 5).

Each Unit consists of one Class A ordinary share and one-half of one Public Warrant.

RELATED PARTY TRANSACTIONS

Class B Ordinary Shares

On March 19, 2021, the Sponsor paid $ 25,000 to cover certain offering and formation costs of the Company in consideration of the Company’s Class B ordinary shares.

Through April 25, 2023, the Company effectuated a share surrender and share recapitalizations resulting in the Sponsor holding an aggregate of 12,937,500 Class B ordinary shares, which would

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

represent 20 % of the outstanding shares upon completion of the offering.

The Sponsor agreed to forfeit up to 1,687,500 Class B ordinary shares to the extent that the underwriters’ over-allotment option was not exercised in full so that the Class B ordinary shares would represent, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

On April 25, 2023, the underwriters partially exercised the over-allotment option to purchase 5,000,000 Units;

thus, 1,250,000 Class B ordinary shares were no longer subject to forfeiture.

On June 5, 2023, following the expiration of the remaining over-allotment option, the Sponsor forfeited 437,500 Class B ordinary shares.

The Class B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination, or earlier at the option of the holders of the Class B ordinary shares, on a one-for-one basis, subject to certain adjustments, as described in Note 6.

The Sponsor has agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) subsequent to the consummation of a Business Combination, (a) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Business Combination, or (b) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note

On March 19, 2021, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $ 300,000 to be used for the payment of costs related to the Initial Public Offering (the “Promissory Note”).

On February 8, 2023, the Company amended the Promissory Note with an effective date as of December 31, 2021 to increase the principal up to $ 400,000 .

The Promissory Note was non-interest bearing, unsecured and payable upon the completion of the Initial Public Offering.

The Company borrowed $ 366,781 under the Promissory Note and fully repaid the Promissory Note on April 25, 2023.

Borrowings under the Promissory Note were no longer available after consummation of the Initial Public Offering.

Private Placement Warrants

Concurrently with the closing of the Initial Public Offering, the Company consummated the private placement of 14,300,000 Private Placement Warrants, including 1,000,000 Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $ 14,300,000 in a private placement to the Sponsor.

Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $ 11.50 per share.

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period (as it may be extended), the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares, and the Private Placement Warrants may expire worthless.

Overfunding Loans

Concurrently with the closing of the Initial Public Offering, the Sponsor extended the Base Overfunding Loan in the amount of $ 4,500,000 to the Company.

On April 25, 2023, simultaneously with the sale of the Over-Allotment Units, the Sponsor further extended the Over-allotment Overfunding Loan in the amount of $ 500,000 to the Company, for an aggregate outstanding principal amount of $ 5,000,000 .

The Overfunding Loans will be repaid upon the closing of the initial Business Combination or converted into warrants of the post-business combination entity at a price of $ 1.00 per warrant (or any combination of repayment or conversion), at the Sponsor’s discretion, which warrants will be identical to the Private Placement Warrants.

The Overfunding Loans are being extended in order to ensure that the amount in the Trust Account is $ 10.10 per public share.

If the Company does not complete an initial Business Combination, the Company will not repay the Overfunding Loans from amounts held in the Trust Account, however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account.

As of December 31, 2024 and 2023, the Company had $ 5,000,000 outstanding in connection with the Overfunding Loans as reflected in the accompanying balance sheets.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2024 and 2023, the Company had no outstanding borrowings under the Working Capital Loans.

Administrative Service Fee

On April 20, 2023, the Company has agreed to pay the Sponsor, or an affiliate of the Sponsor, a monthly fee of $16,667 for office space, utilities, secretarial support and administrative services.

This arrangement will terminate upon completion of a Business Combination or the distribution of the Trust Account to the public shareholders.

The Company incurred $ 200,004 and $ 139,447 , respectively, during the years ended December 31, 2024 and 2023 in expenses in connection with such services.

These expenses were presented within general and administrative expenses in the accompanying statements of operations.

As of December 31, 2024 and 2023, the Company had no outstanding balance in accrued expenses in connection with such services as reflected in the accompanying balance sheets.

Advances from Related Parties

The Sponsor, or an affiliate of the Sponsor, paid certain operating costs on behalf of the Company.

These advances are due on demand and are non-interest bearing.

As of December 31, 2024 and 2023, the Company had $ 50,221 and $ 7,500 , respectively, outstanding in due to related party as reflected in the accompanying balance sheets.

Advisory Agreement

On April 20, 2023, the Company engaged Ares Management Capital Markets LLC, an affiliate of the Company’s Sponsor, to provide consulting and advisory services to the Company in connection with the Initial Public Offering and the initial Business Combination.

Ares Management Capital Markets LLC received an advisory fee of $ 2,000,000 , paid upon the closing of the Initial Public Offering, and will receive a deferred advisory fee of $ 3,500,000 , payable solely in the event that the Company completes the initial Business Combination.

The fees are reimbursed from a portion of the fees paid to the underwriters.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Class B ordinary shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of Working Capital Loans and Overfunding Loans (and the Class A ordinary shares underlying such warrants) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering.

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act.

In addition, these holders will be entitled to “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45 -day option from the final prospectus relating to the Initial Public Offering to purchase up to 6,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On April 25, 2023, the underwriters partially exercised their over-allotment option for an additional 5,000,000 Units.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 10,000,000 in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, the underwriters will be entitled to a deferred underwriting commissions of $ 0.35 per Unit, or $ 17,500,000 in the aggregate.

The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Contingent Fees

The Company has entered into fee arrangement with a service provider pursuant to which certain transaction fees and service fees will become payable only if the Company consummates a Business Combination.

If the Business Combination does not occur, the Company will not be required to pay these contingent fees.

As of December 31, 2024, the amount of these contingent fees with the service provider was $ 732,045 .

SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 99,990,000 preference shares with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

As of December 31, 2024 and 2023, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 9,000,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

As of December 31, 2024 and 2023, there were no Class A ordinary shares issued and outstanding, excluding 50,000,000 shares as of December 31, 2024 and 2023 that are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ deficit section of the balance sheets.

Class B Ordinary Shares — The Company is authorized to issue 900,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of the Company’s Class B ordinary shares are entitled to one vote for each ordinary share.

On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option.

On June 5, 2023, following the expiration of the remaining over-allotment option, the Sponsor forfeited 437,500 Class B ordinary shares.

As of December 31, 2024 and 2023, there were 12,500,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holders of the Class B ordinary shares, on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

As of December 31, 2024 and 2023, there were 39,300,000 warrants outstanding ( 14,300,000 Private Placement Warrants and 25,000,000 Public Warrants).

The Public Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company will use its commercially reasonable efforts to cause the registration statement to become effective within 60 business days after the closing of its initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if its Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

• in whole and not in part;

• at a price of $ 0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to

each warrant holder;

• if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest on such issuances, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants (Note 4) are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis, be non-redeemable and be entitled to registration rights.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period (as it may be extended) and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

FAIR VALUE MEASUREMENTS

As of December 31, 2024 and 2023, assets held in the Trust Account are comprised of cash and investments in U.S.

government securities.

During the years ended December 31, 2024 and 2023, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s financial assets that are measured at fair value as of December 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

As of December 31, As of December 31,

Description Level 2024 2023

Assets, at fair value

Investments held in Trust Account 1 $ 550,800,038 $ 523,038,352

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as a group that includes the chief executive officer, chief financial officer and chief operating officer, that collectively reviews the consolidated operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, the CODM has determined that the Company only has one operating segment.

The CODM reviews several key metrics, which includes general and administrative expenses and investment income on investments held in the Trust Account which are included in the accompanying statements of operations.

The CODM reviews investment income on investments held in the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period.

The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

SUBSEQUENT EVENTS

Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued required potential adjustment to or disclosure in the financial statements.

The Company concluded that there have been no events that have occurred that would require adjustments to the financial statements.

KODIAK AI, INC.

/s/ Donald Burnette

Donald Burnette

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Donald Burnette and Surajit Datta, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated:

Signature Title Date

/s/ Donald Burnette Chief Executive Officer and Director

(Principal Executive Officer) March 11, 2026

Donald Burnette

/s/ Surajit Datta Chief Financial Officer

(Principal Financial and Accounting Officer) March 11, 2026

Surajit Datta

/s/ Mohamed Elshenawy Director March 11, 2026

Mohamed Elshenawy

/s/ Kenneth Goldman Director March 11, 2026

Kenneth Goldman

/s/ James Reed Director March 11, 2026

/s/ Allyson Satin Director March 11, 2026

Allyson Satin

/s/ Kristin Sverchek Director March 11, 2026

Kristin Sverchek

/s/ Scott Tobin Director March 11, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures