KDK Form 4/A Corrects RSU Quantities; Performance Vesting with $18/$23/$28 Hurdles
Rhea-AI Filing Summary
Kodiak AI, Inc. reporting person Zsuzsanna Major, Chief People Officer, amended a Form 4 to correct previously misstated restricted stock unit (RSU) grants originally reported on September 24, 2025. The amendment revises eight RSU awards to their actual grant sizes: 153,483; 46,053; 156,549; 45,507; 125,913; 45,507; 113,769; and 101,607 RSUs. Each RSU represents a contingent right to one share of common stock and is subject to both performance-based vesting tied to share-price thresholds ($18.00, $23.00, $28.00 for successive 1/3 tranches over specified trading-day windows) and service-based vesting terms. The reported grants have $0 exercise price and are held directly. The Form 4/A is signed by power of attorney on September 29, 2025.
Positive
- Amendment filed to correct errors, improving regulatory transparency
- RSU structure includes performance-based hurdles, aligning executive incentives with share-price performance
- RSUs are restricted and subject to service conditions, indicating retention incentives rather than immediate dilution
Negative
- Original Form 4 contained significant overstatements of RSU grants requiring correction
- Correction reduces previously reported holdings, which could affect investor perception of insider alignment
Insights
TL;DR: Amendment corrects overstated RSU quantities; awards remain performance- and service-vested with tiered share-price hurdles.
The amendment addresses clerical errors in the originally filed Form 4 by reducing the reported RSU quantities to the actual grant amounts across eight awards. From a compliance perspective, timely amendment clarifies insider holdings and potential dilution. The awards are performance-conditioned such that one-third vests only upon achieving specified share-price thresholds for sustained trading-day windows, and the remainder is tied to service-based vesting. The $0 price indicates RSUs convertible into common shares rather than option purchases. No cash consideration or exercised derivatives are reported.
TL;DR: Substantive correction to equity grants; structure aligns with market-standard performance + service RSUs.
The corrected grant sizes materially reduce the originally reported counts but preserve the intended compensation design: performance-based cliffs for 1/3 tranches at $18/$23/$28 share-price levels measured over sustained 20-of-30 trading-day periods, plus standard service-vest schedules for remaining tranches. These RSUs are restricted and contingent, with no immediate share issuance or purchase price. For investors, key takeaways are the existence of multi-year performance hurdles and the direct beneficial ownership of the corrected RSU totals; no transaction proceeds or dispositions are indicated.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 153,483 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 46,053 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 156,549 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 45,507 | $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 | 113,769 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 101,607 | $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 446,746 RSUs. The number of RSUs actually granted was 153,483. 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, subject to the Reporting Person continuing as a service provider through each such date. The Original Form 4 erroneously reported the grant of 134,055 RSUs. The number of RSUs actually granted was 46,053. The Original Form 4 erroneously reported the grant of 455,673 RSUs. The number of RSUs actually granted was 156,549. 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 (4) 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 (5) of the Original Form 4. The Original Form 4 erroneously reported the grant of 366,498 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 331,155 RSUs. The number of RSUs actually granted was 113,769. 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 295,752 RSUs. The number of RSUs actually granted was 101,607. 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.
