Ares Acquisition Holdings II LP sold KDK

Footnotes

In connection with the transactions consummated on September 24, 2025 pursuant to that certain Business Combination Agreement, dated April 14, 2025 (the "Business Combination Agreement"), by and among Kodiak AI, Inc. (the "Issuer") (f/k/a Ares Acquisition Corporation II ("AACT")), AAC II Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Kodiak Robotics, Inc. ("Legacy Kodiak"), pursuant to which Merger Sub merged with and into Legacy Kodiak, with Legacy Kodiak as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"), on September 23, 2025, AACT effected a deregistration under Article 47 of AACT's amended and restated memorandum and articles of association and Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law,; (Continued from footnote 1) pursuant to which AACT's jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware. Effective upon the Domestication, the continuing entity was renamed "Kodiak AI, Inc." and the reporting person now holds shares in the Issuer, Kodiak AI, Inc., rather than in a Cayman Islands company.; Ares Acquisition Holdings II LP, the sponsor, is a Cayman Islands exempted limited partnership managed by affiliates of Ares Management Corporation (Ares"). Ares Acquisition Holdings II is the general partner of the sponsor. Ares Holdings L.P. is the sole shareholder of Ares Acquisition Holdings II. 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").; (Continued from Footnote 3) Pursuant to Ares's Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal. Mr. Ressler generally has veto authority over board decisions.; Each of Ares Partners, Ares Management GP and Ares Voting (collectively, the "Ares Entities"), and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.; The address of each Ares Entity is 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067.