KDK Form 4/A Corrects RSU Grant to 699,453; Performance Vesting Details

Rhea-AI Filing Summary

Kodiak AI, Inc. (KDK) reporting person Surajit Datta, Chief Financial Officer, amended a Form 4 filed for a grant dated 09/24/2025 to correct the number of restricted stock units (RSUs) awarded. The amended filing states the actual award was 699,453 RSUs, each representing a contingent right to one share of common stock, and corrects an earlier erroneous report of 2,035,915 RSUs. The RSUs are subject to a performance-based vesting condition and a service-based vesting condition. The performance condition vests one-third of the RSUs if the company’s common stock trades at or above thresholds of $18.00, $23.00 and $28.00 for any 20 trading days out of 30 consecutive trading days prior to the earlier of 09/24/2029 or a change of control. The award price is indicated as $0, and the reporting person beneficially owns 699,453 shares following the grant.

Positive

• Transparent correction of an earlier overstatement from 2,035,915 RSUs to 699,453 RSUs
• Performance-linked vesting (stock-price hurdles at $18, $23, $28) aligns executive incentives with shareholder value
• Service-based vesting extends alignment over multiple years through 09/24/2029

Negative

• Significant prior reporting error (original Form 4 materially overstated the number of RSUs)
• Potential dilution of 699,453 shares if RSUs vest, which investors should account for when modeling share count

Insights

Financial Analyst

TL;DR: CFO granted 699,453 performance-and-service RSUs; amendment corrects a prior overstatement, impact appears routine.

The corrected grant of 699,453 RSUs is compensation aligned with long-term shareholder value, tying one-third of vesting to stock-price milestones of $18, $23, $28 and a service-based schedule. The award price of $0 indicates a standard equity compensation grant rather than a purchase. The amendment fixing an earlier reported figure reduces uncertainty about dilution and outstanding awards. From a financial-materiality perspective, the filing discloses executive compensation details but does not by itself change company fundamentals or near-term cash flows.

Corporate Governance Expert

TL;DR: Amendment improves disclosure accuracy; performance hurdles and service vesting align management incentives with long-term outcomes.

The structure—performance-based thresholds combined with service vesting through 09/24/2029—is consistent with governance practices that link pay to sustained stock performance and retention. The correction from 2,035,915 to 699,453 RSUs is significant for governance transparency: accurate insider reporting is critical for shareholder oversight. The filing shows timely amendment and a POA signature, reflecting appropriate procedural remediation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Datta Surajit

(Last) (First) (Middle)

C/O KODIAK AI, INC.

1049 TERRA BELLA AVENUE

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kodiak AI, Inc. [ KDK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/24/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/24/2025		A		699,453(2)		(3)	(3)	Common Stock	699,453	$0	699,453	D

Explanation of Responses:

1. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock.

2. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 2,035,915 RSUs. The number of RSUs actually granted was 699,453.

3. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (2) of the Original Form 4.

	/s/ Bobby Brown, by power of attorney	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Surajit Datta report in the amended Form 4 for Kodiak AI (KDK)?

The amended Form 4 corrects a grant dated 09/24/2025 to show an actual award of 699,453 RSUs rather than the originally reported 2,035,915 RSUs.

How do the RSUs granted to the CFO vest?

Vesting is subject to a performance condition (one-third vests if stock reaches $18, $23, $28 for any 20 of 30 trading days) and a service-based vesting schedule through 09/24/2029.

What is the economic cost recorded for the RSUs in the Form 4?

The Form 4 lists a grant price of $0, indicating these are compensation RSUs rather than purchased shares.

Does the amended filing affect current beneficial ownership?

Following the reported transaction, the reporting person beneficially owns 699,453 shares as disclosed in the Form 4 amendment.

Was the amendment signed and when?

The Form 4 amendment was signed by power of attorney (/s/ Bobby Brown) and dated 09/26/2025.