KDK Amends Form 4: 425,037 RSUs Granted to Director, Performance Vesting Set

Rhea-AI Filing Summary

Kodiak AI, Inc. reported an amended insider transaction showing Director James D. Reed was granted 425,037 restricted stock units (RSUs) on 09/24/2025, replacing an earlier erroneous grant figure. Each RSU represents a contingent right to receive one share of common stock and the award carries no cash exercise price. The RSUs vest subject to a combination of service-based vesting and a performance-based condition that will vest one-third of the award if the company’s share price meets thresholds of $18, $23 and $28 for specified sustained trading windows prior to the earlier of a specified cutoff or a change of control.

The amendment corrects the originally reported quantity and clarifies vesting mechanics; other details reference an option-style service vesting schedule noted in the original filing.

Positive

• Grant aligns director interests with shareholders through equity compensation tied to share-price performance
• Amendment corrects an earlier reporting error, improving transparency and compliance

Negative

• Potential dilution of common shares when RSUs vest and convert to stock
• Incomplete disclosure of service-vesting schedule in this amendment limits ability to assess timing and magnitude of vesting

Insights

Corporate Governance Expert

TL;DR: Director equity grant aligns management with shareholders but performance hurdles and service vesting limit immediate dilution.

The amended Form 4 corrects the number of RSUs granted to a director to 425,037 and clarifies vesting terms. From a governance standpoint, equity compensation for a director aligns incentives toward long-term share‑price appreciation, while the staged performance hurdles and service-based vesting protect shareholders from immediate dilution and ensure retention. The disclosure of specific price thresholds provides transparency on performance expectations. The filing does not disclose the referenced service-vesting schedule in full, limiting assessment of total time-based vesting acceleration or potential change-of-control treatment.

Securities/Compensation Analyst

TL;DR: Material correction to grant size improves record accuracy; vesting structure ties pay to stock performance but creates potential future dilution.

The amendment replaces an erroneously larger reported grant with the actual 425,037 RSUs, improving reporting accuracy and compliance. The RSUs are zero‑cost awards convertible to common shares upon satisfaction of service and performance conditions, with one-third dependent on clear share-price thresholds, which is a standard performance-based design. Without the full service-vesting schedule from the original form, it is not possible to model exact vesting timing or maximum annual dilution. No cash consideration was paid and the report indicates direct ownership post-grant.

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

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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^*

Reed James D

(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		425,037(2)		(3)	(3)	Common Stock	425,037	$0	425,037	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 1,237,166 RSUs. The number of RSUs actually granted was 425,037.

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.
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FAQ

What did Kodiak AI (KDK) disclose in this Form 4/A?

The amended Form 4 reports that Director James D. Reed was granted 425,037 RSUs representing rights to one share each; the amendment corrects a previously reported larger number.

What are the vesting conditions for the 425,037 RSUs?

Vesting is subject to a performance-based condition that vests one-third if share-price thresholds of $18, $23, and $28 are met for specified sustained trading windows, and a service-based vesting schedule referenced to the original filing.

Will the RSUs cost the reporting person to exercise?

No; the Form shows an effective price of $0, indicating the RSUs convert to common stock without a cash exercise price.

Does the amendment change the number of RSUs previously reported?

Yes; the original Form 4 incorrectly reported 1,237,166 RSUs, and the amendment states the actual grant was 425,037 RSUs.

How is ownership recorded after the reported transaction?

The filing indicates direct beneficial ownership of 425,037 underlying common shares following the grant, subject to vesting conditions.