Kodiak AI, Inc. 10-Q

Item 5. Other Information Rule 10b5-1 Trading Plans During the quarter ended September 30, 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. Item 6. Exhibits We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference. 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 Form of Assumed Kodiak Warrant Form S-4/A File No. 333-287278 4.6 August 25, 2025 4.3 Form of PIPE Warrant Certificate Form 8-K File No. 001-41691 4.1 September 15, 2025 4.4 Form of Non-Redemption Agreement Warrant Certificate Form 8-K File No. 001-41691 4.1 September 23, 2025 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 10.2 Kodiak AI, Inc. 2025 Equity Incentive Plan and forms of agreements thereunder Form 8-K File No. 001-41691 10.15 September 30, 2025 10.3 Kodiak AI, Inc. 2025 Employee Stock Purchase Plan. Form 8-K File No. 001-41691 10.16 September 30, 2025 10.4 Kodiak AI, Inc. Executive Change in Control and Severance Policy Form 8-K File No. 001-41691 10.17 September 30, 2025 10.5 Kodiak AI, Inc. Executive Incentive Compensation Plan Form 8-K File No. 001-41691 10.18 September 30, 2025 10.6 Kodiak AI, Inc. Compensation Recovery Plan Form 8-K File No. 001-41691 10.19 September 30, 2025 10.7 Kodiak AI, Inc. Outside Director Compensation Policy Form 8-K File No. 001-41691 10.20 September 30, 2025 10.8 Kodiak AI, Inc. 2018 Equity Incentive Plan and forms of agreements thereunder Form 8-K File No. 001-41691 10.21 September 30, 2025 10.9 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 10.10 Confirmatory Employment Letter between the Company and Andreas Wendel, effective July 22, 2025 Form S-4/A File No. 333-287278 10.7 August 25, 2025 10.11 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 10.12 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 82 Table of Contents 10.13 Third Amendment to Venture Loan and Security Agreement, dated September 24, 2025, by and between Kodiak Robotics, Inc., Horizon Technology Finance Corporation, Horizon Funding I, LLC, Horizon Funding II, LLC, and Horizon Funding Trust 2022-1 Form 8-K File No. 001-41691 10.25 September 30, 2025 10.14 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 10.15 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 10.16 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 10.17 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 10.18 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 10.19 Form of Subscription Agreement for Preferred Investment Form 8-K File No. 001-41691 10.1 September 15, 2025 10.20 Form of Common Stock Non-Redemption Agreement Form 8-K File No. 001-41691 10.2 September 23, 2025 10.21 Form of Warrant Non-Redemption Agreement Form 8-K File No. 001-41691 10.1 September 23, 2025 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 X 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 X 32.1+ 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 X 32.2+ 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 X 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. X 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. + These certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q 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. 83 Table of Contents SIGNATURES 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. Signature Title Date /s/ Don Burnette Chief Executive Officer and Director (Principal Executive Officer) November 13, 2025 Don Burnette /s/ Surajit Datta Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) November 13, 2025 Surajit Datta 84