Form 4/A: Kodiak AI Corrects RSU Award Size to 62,901 Shares

Rhea-AI Filing Summary

Kodiak AI, Inc. (KDK) reporting person Mohamed Elshenawy filed an amended Form 4 correcting an earlier grant of restricted stock units. The amendment replaces an original, incorrect report of 183,095 RSUs with the actual grant of 62,901 RSUs, each representing a contingent right to one share of common stock. The RSUs were granted on 09/24/2025, have a $0 price, and are reported as directly owned following the grant. The RSUs vest subject to both performance conditions—one-third vests if the common stock trades at or above $18.00, $23.00 and $28.00 for 20 of 30 trading days before the earlier of September 24, 2029 or a change of control—and a service-based vesting schedule described as substantially the same as an option vesting schedule in the original filing. The Form 4/A is signed by power of attorney on behalf of the reporting person.

Positive

• Correction issued clarifies actual insider grant size (62,901 RSUs) improving disclosure accuracy
• Performance-based vesting aligns award realization with stock-price milestones through 2029

Negative

• Initial misreporting (183,095 RSUs) indicates a material reporting error or control weakness
• RSUs contingent on future performance and service, so they may not convert to shares and create uncertainty about dilution timing

Insights

Securities Analyst

TL;DR: Amendment corrects RSU grant size to 62,901 with performance and service vesting; material for insider holdings transparency.

The amendment removes a material reporting error by reducing the previously reported RSU grant from 183,095 to 62,901, clarifying the insiders actual potential dilution and ownership stake. The RSUs are performance-contingent and service-contingent, which limits immediate economic impact and shareholder dilution until vesting conditions are met. Reporting the $0 grant price and direct beneficial ownership enhances disclosure quality and reduces uncertainty for investors monitoring insider compensation and potential future share issuance.

Corporate Governance Expert

TL;DR: Corrective filing improves governance transparency but highlights internal reporting control weakness.

The corrected Form 4/A appropriately discloses the true award size and vesting conditions, which is important for governance and proxy-related analysis. However, the need to amend from a substantially larger number signals a lapse in award reporting controls or administrative error. The detailed performance thresholds and long time horizon (vesting tied to events through September 24, 2029) indicate alignment with long-term performance, but the amendment itself is a governance oversight worth noting.

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^*

Elshenawy Mohamed

(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 Oroginal 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

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

The amendment corrected the reported RSU grant from 183,095 to the actual grant of 62,901 RSUs granted on 09/24/2025.

How many shares does each RSU represent?

Each restricted stock unit represents a contingent right to receive one share of Kodiak AI common stock.

What are the vesting conditions for the RSUs?

Vesting is subject to performance-based thresholds (one-third vests if the stock reaches $18.00, $23.00 and $28.00 under specified trading conditions) and a service-based vesting schedule referenced in the original filing.

What is the reported price of the RSU award?

The RSUs were reported with a $0 price, reflecting restricted stock units rather than a cash purchase.

Who filed the Form 4/A and when was it signed?

The Form 4/A reports Mohamed Elshenawy as the reporting person and was signed on behalf of the reporting person by power of attorney /s/ Bobby Brown on 09/26/2025.