KDK insider filing corrected: COO RSU grant amounts amended
Rhea-AI Filing Summary
Michael Wiesinger, Chief Operating Officer of Kodiak AI, Inc. (KDK), filed an amended Form 4 correcting previously reported restricted stock unit (RSU) grants dated 09/24/2025. The amendment replaces multiple erroneous grant amounts in the Original Form 4 with the actual granted RSUs: 140,637, 30,336, 125,913, 45,507, 357,357 and 147,258. Each RSU represents a contingent right to one share of common stock and is subject to both performance-based vesting (1/3 vesting at $18.00, $23.00 and $28.00 share-price hurdles measured over 20 of 30 trading days before September 24, 2029 or a change of control) and service-based vesting on substantially similar terms to the Original Form 4. The filing is signed by power of attorney on behalf of the reporting person.
Positive
- Amendment improves transparency by correcting previously misstated RSU grant amounts and ensuring accurate insider reporting.
- Vesting tied to performance and service, aligning executive incentives with long-term share-price targets ($18.00, $23.00, $28.00) and retention through 2029.
Negative
- Original Form 4 contained multiple erroneous grant amounts, indicating a prior disclosure or controls failure that required correction.
- Grants are contingent rights to common stock and could lead to future dilution if vesting conditions are met.
Insights
TL;DR: Amendment corrects material reporting errors in insider RSU grants and clarifies vesting conditions.
The amended Form 4 corrects multiple erroneous RSU quantities previously reported, restoring accurate disclosure for an officer of Kodiak AI. Accurate Section 16 reporting is critical for market transparency and compliance; the corrections remove ambiguity about the officer's potential future share issuance. The filing clearly states both performance and service vesting conditions which affect the timing and probability of dilution. From a compliance perspective, timely amendment reduces regulatory and reputational risk, though the original misreporting could prompt internal controls review.
TL;DR: Multiple performance- and service-conditioned RSU grants were confirmed; vesting tied to specific price hurdles through 2029.
The disclosure details six separate RSU awards to the COO, each with identical performance thresholds where one-third vests at $18, $23 and $28 price conditions measured over 20 of 30 trading days prior to the earlier of September 24, 2029 or a change of control. This structure aligns executive incentives with long-term share-price performance and retention. The corrected numbers clarify future potential dilution and vesting schedules for modeling executive compensation expense, but the amendment does not change the described vesting mechanics.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 140,637 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 30,336 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 125,913 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 45,507 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 357,357 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 147,258 | $0.00 | -- |
Footnotes (1)
- These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 409,355 RSUs. The number of RSUs actually granted was 140,637. 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 (3) of the Original Form 4. The Original Form 4 erroneously reported the grant of 88,307 RSUs. The number of RSUs actually granted was 30,336. 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 (5) of the Original Form 4. The Original Form 4 erroneously reported the grant of 336,498 RSUs. The number of RSUs actually granted was 125,913. 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 (6) of the Original Form 4. The Original Form 4 erroneously reported the grant of 132,461 RSUs. The number of RSUs actually granted was 45,507. 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 (7) of the Original Form 4. The Original Form 4 erroneously reported the grant of 1,040,168 RSUs. The number of RSUs actually granted was 357,357. 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 (8) of the Original Form 4. The Original Form 4 erroneously reported the grant of 428,629 RSUs. The number of RSUs actually granted was 147,258. 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 (9) of the Original Form 4.
