KDK Form 4/A Corrects RSU Awards; Price Thresholds at $18/$23/$28

Rhea-AI Filing Summary

Coleman Jordan S., Chief Legal and Policy 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 reduces several erroneously reported RSU amounts to the actual grants: 228,471; 46,053; 251,826; 45,507; 125,913; 251,826; 48,540; 227,541; and 49,086 RSUs. Each RSU represents a contingent right to one share of common stock and is subject to both a performance-based vesting condition and a service-based vesting condition. The performance vesting satisfies one-third of each grant if the common stock trades at or above $18.00, $23.00 and $28.00 for any 20 trading days out of 30 prior to the earlier of September 24, 2029 or a change of control. The Form 4/A was signed by power of attorney on 09/26/2025.

Positive

• Amendment corrects prior errors, replacing overstated RSU counts with the actual grant amounts for clarity
• Performance‑based vesting is explicit with three price thresholds ($18.00, $23.00, $28.00) and service conditions, aligning pay with share performance
• Detailed disclosure of vesting mechanics (20 of 30 trading days condition and change‑of‑control carve‑out) improves investor understanding

Negative

• Original Form 4 contained multiple reporting errors (several grants significantly overstated), indicating deficiencies in initial reporting or review processes
• Sizeable RSU grants disclosed (individual grants up to 251,826 RSUs) could be material to share‑based compensation and insider ownership calculations

Insights

Corporate Governance Expert

TL;DR The amendment corrects significant reporting errors and clarifies long-term, performance-linked compensation for a senior officer.

The corrected Form 4 discloses substantial RSU awards to a named officer and replaces overstated figures in the original filing. The grants combine time-based and price-based conditions with clearly stated thresholds of $18.00, $23.00 and $28.00, each satisfying one-third of a grant upon sustained stock-price performance. From a governance perspective, prompt amendment and detailed vesting disclosures improve transparency; however, the scope of the original misreporting highlights weaknesses in internal reporting controls that the company should address.

Compensation Analyst

TL;DR Large, multi‑tranche RSU awards are heavily performance‑contingent, aligning potential payout with share‑price milestones over four years.

The RSUs reported are numerous and tied to both service and multi‑threshold stock price performance measured over 20 of 30 trading days, with a final performance measurement window ending no later than September 24, 2029. The awards thus delay realizable value until meaningful stock-price appreciation or continued service occurs. The amendment shows actual award sizes materially lower than originally reported in several instances, which affects share‑based compensation accounting and insider ownership metrics disclosed to investors.

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^*

Coleman Jordan S.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal and Policy Officer

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		228,471(2)		(3)	(3)	Common Stock	228,471	$0	228,471	D
Restricted Stock Units	(1)	09/24/2025		A		46,053(4)		(3)	(3)	Common Stock	46,053	$0	46,053	D
Restricted Stock Units	(1)	09/24/2025		A		251,826(5)		(6)	(6)	Common Stock	251,826	$0	251,826	D
Restricted Stock Units	(1)	09/24/2025		A		45,507(7)		(8)	(8)	Common Stock	45,507	$0	45,507	D
Restricted Stock Units	(1)	09/24/2025		A		125,913(9)		(10)	(10)	Common Stock	125,913	$0	125,913	D
Restricted Stock Units	(1)	09/24/2025		A		251,826(11)		(12)	(12)	Common Stock	251,826	$0	251,826	D
Restricted Stock Units	(1)	09/24/2025		A		48,540(13)		(14)	(14)	Common Stock	48,540	$0	48,540	D
Restricted Stock Units	(1)	09/24/2025		A		227,541(15)		(16)	(16)	Common Stock	227,541	$0	227,541	D
Restricted Stock Units	(1)	09/24/2025		A		49,086(17)		(18)	(18)	Common Stock	49,086	$0	49,086	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 665,019 RSUs. The number of RSUs actually granted was 228,471.

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 (3) the Original Form 4, subject to the Reporting Person continuing as a service provider through each such date.

4. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 134,055 RSUs. The number of RSUs actually granted was 46,053.

5. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 732,996 RSUs. The number of RSUs actually granted was 251,826.

6. 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) the Original Form 4.

7. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 132,461 RSUs. The number of RSUs actually granted was 45,507.

8. 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) the Original Form 4.

9. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 366,498 RSUs. The number of RSUs actually granted was 125,913.

10. 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) the Original Form 4.

11. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 732,996 RSUs. The number of RSUs actually granted was 251,826.

12. 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) the Original Form 4.

13. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 141,293 RSUs. The number of RSUs actually granted was 48,540.

14. 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) the Original Form 4.

15. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 662,311 RSUs. The number of RSUs actually granted was 227,541.

16. 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 (10) the Original Form 4.

17. The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 142,878 RSUs. The number of RSUs actually granted was 49,086.

18. 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 (11) the Original Form 4.

	/s/ Bobby Brown, by power of attorney	09/26/2025
	** Signature of Reporting Person	Date
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FAQ

What RSU grants were corrected in the Form 4/A for Kodiak AI (KDK)?

The amendment replaces previously misstated RSU amounts with actual grants of 228,471, 46,053, 251,826, 45,507, 125,913, 251,826, 48,540, 227,541, and 49,086 RSUs.

What vesting conditions apply to the RSUs reported in the Form 4/A?

Each RSU is subject to a performance‑based vesting condition (one‑third vests if share price hits $18.00, $23.00, $28.00 for 20 of 30 trading days) and a service‑based vesting condition on schedules referenced in the filing.

When were the transactions and the amendment filed?

The RSU grants were reported with a transaction date of 09/24/2025 and the Form 4/A was signed by power of attorney on 09/26/2025.

Who is the reporting person named on the Form 4/A?

The reporting person is Coleman Jordan S., identified as Chief Legal and Policy Officer of Kodiak AI, Inc.

Do the RSUs convert into common stock one‑for‑one?

Yes, the filing states each RSU represents a contingent right to receive one share of common stock upon vesting.