Form 4/A: Kenneth Goldman RSU grant corrected to 62,901 for Kodiak AI

Rhea-AI Filing Summary

Kodiak AI, Inc. (KDK) reporting person Kenneth A. Goldman, a director, amended a Form 4 to disclose restricted stock units (RSUs) granted on 09/24/2025. The amendment corrects an earlier error: the Original Form 4 had reported 183,095 RSUs but the actual grant was 62,901 RSUs, each representing a contingent right to one share of common stock.

The RSUs carry a performance-based vesting condition (1/3 vests if the stock reaches $18.00, $23.00 and $28.00 for 20 of 30 trading days before the earlier of 09/24/2029 or a change of control) and a service-based vesting schedule aligned with previously reported option vesting terms. Following the transaction, Mr. Goldman beneficially owns 62,901 shares directly at a $0 grant price.

Positive

• Corrected disclosure restores accurate insider ownership to 62,901 RSUs
• Performance-based vesting aligns executive incentives with stock-price targets at $18, $23 and $28
• Service-based vesting links equity realization to continued service, reducing immediate dilution

Negative

• Original Form 4 overstated the grant as 183,095 RSUs, creating temporary public misinformation
• Contingent vesting means actual share issuance depends on future stock performance and service conditions

Insights

Financial Analyst

TL;DR: Amendment corrects insider ownership downward to 62,901 RSUs, a routine equity grant with performance and service vesting conditions.

The corrected disclosure reduces previously reported insider-held RSUs from 183,095 to 62,901, restoring accuracy to public ownership records. The grant is performance-linked with three price hurdles ($18, $23, $28) for vesting of one-third at each threshold and includes standard service-based vesting. For investors, this is a governance/ownership transparency matter rather than an operational or balance-sheet event; the grant itself is dilutive over time only if and when RSUs vest and convert to shares.

Corporate Governance Expert

TL;DR: The amendment addresses a material reporting error; accurate insider reporting preserves market transparency.

Amending a Form 4 to correct the number of RSUs is important for compliance with Section 16 and for stakeholder trust. The corrected grant size (62,901 RSUs) and the disclosed vesting conditions clarify potential future dilution and insider incentives tied to share-price performance and continued service. The filing was signed under power of attorney, indicating procedural attention to timely correction.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

GOLDMAN KENNETH A

(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)

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

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		62,901(2)		(3)	(3)	Common Stock	62,901	$0	62,901	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 183,095 RSUs. The number of RSUs actually granted was 62,901.

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 the amended Form 4 for Kodiak AI (KDK) change?

The amendment corrects the RSU grant amount: the Original Form 4 reported 183,095 RSUs in error; the actual grant was 62,901 RSUs.

How many RSUs does Kenneth A. Goldman beneficially own after the amendment?

Following the reported transaction, Mr. Goldman beneficially owns 62,901 shares (as RSUs) with a reported grant price of $0.

What are the vesting conditions for the RSUs disclosed?

Vesting is subject to (1) performance vesting where one-third vests if the stock reaches $18.00, $23.00, and $28.00 for 20 of 30 trading days before the earlier of 09/24/2029 or a change of control, and (2) a service-based vesting schedule aligned with prior option terms.

When was the transaction date for the RSU grant?

The transaction date for the RSU grant is 09/24/2025.

Was the Form 4 amendment signed and when?

The amendment was signed by Bobby Brown by power of attorney on 09/26/2025.