KDK Form 4: Director Granted Options and RSUs Tied to Performance

Rhea-AI Filing Summary

Kenneth A. Goldman, a director of Kodiak AI, Inc. (KDK), reported receiving equity in connection with the closing of the business combination on September 24, 2025. The Form 4 shows acquisition of a stock option to purchase 183,095 shares with an exercise price of $6.8388 and corresponding restricted stock units (RSUs) for 183,095 shares priced at $0. One-third of the option shares vest on May 5, 2026, with the remainder vesting monthly thereafter; the RSUs also include a performance-based vesting condition tied to share-price thresholds of $18.00, $23.00 and $28.00 for partial vesting.

Positive

• Equity alignment: Director received both options and RSUs tying compensation to company performance and retention.
• Clear vesting schedule: Time-based vesting (1/3 on May 5, 2026, then monthly) provides transparent service-based earnout.
• Performance hurdles specified: RSUs vest partially only if share price reaches $18.00, $23.00 and $28.00 for 20 of 30 trading days prior to deadline.

Negative

• Potential dilution: Grant of 183,095 options and 183,095 RSUs increases outstanding potential share count (as disclosed).
• Performance vesting requirement: RSU vesting is contingent on specific price thresholds which may not be achieved, delaying or preventing realization.

Insights

Corporate Governance Expert

TL;DR: Director received equity at closing of the business combination, combining time-based and performance-based vesting to align incentives.

The reported grant to the director following the business combination is structured with both an option and RSUs, each covering 183,095 shares, reflecting a common post-transaction approach to retain and incentivize key insiders. Time-based vesting (1/3 on May 5, 2026 then monthly) creates service tenure incentives while the RSU performance tranches require sustained share-price attainment ($18/$23/$28) for partial vesting. This mix ties pay to both retention and stock performance without additional cash outlay disclosed in the filing.

Executive Compensation Analyst

TL;DR: The award combines an exercised-price option and zero-cost RSUs, with clear vesting schedules and performance hurdles.

From a compensation-design standpoint, the combination of an option at $6.8388 and $0 RSUs of equal share count creates upside leverage for the director if share value rises above the strike and performance thresholds. The exchange mechanics described indicate these awards resulted from the merger exchange of Legacy Kodiak equity into Issuer securities under the agreed conversion ratio. Vesting timing and price hurdles are explicitly stated, providing quantifiable conditions for future equity realization.

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

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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^*

GOLDMAN KENNETH A

(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 Al, 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)

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
Stock Option (Right to buy)	$6.8388	09/24/2025		A(1)		183,095		(2)	05/26/2035	Common Stock	183,095	(3)	183,095	D
Restricted Stock Units	(4)	09/24/2025		A		183,095		(5)	(5)	Common Stock	183,095	$0	183,095	D

Explanation of Responses:

1. Consists of securities acquired in connection with the transactions consummated on September 24, 2025 pursuant to that certain Business Combination Agreement, dated April 14, 2025 (the "Business Combination Agreement"), by and among Kodiak AI, Inc. (f/k/a Ares Acquisition Corporation II) (the "Issuer"), AAC II Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Kodiak Robotics, Inc. ("Legacy Kodiak"), pursuant to which Merger Sub merged with and into Legacy Kodiak, with Legacy Kodiak as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

2. 1/3rd of the shares subject to the option vest on May 5, 2026 and 1/36th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

3. In connection with the closing of the Business Combination, each share of Legacy Kodiak common stock ("Legacy Kodiak Common Stock"), issued and outstanding immediately prior to the effective time of the merger was, pursuant to the Business Combination Agreement, canceled and converted into the right to receive a number of shares of Common Stock of the Issuer (the ratio of such conversion, the "Common Stock Exchange Ratio"). Each outstanding option to purchase shares of Legacy Kodiak Common Stock, whether vested or unvested, was exchanged for a comparable option to purchase that number of shares of Common Stock of the Issuer based on the Common Stock Exchange Ratio. The exercise price for each such option was also accordingly adjusted based on the Common Stock Exchange Ratio.

4. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock.

5. 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) above.

	/s/ Bobby Brown, by power of attorney	09/24/2025
	** Signature of Reporting Person	Date
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FAQ

What did Kenneth A. Goldman report on the Form 4 for Kodiak AI (KDK)?

He reported acquiring a stock option for 183,095 shares at $6.8388 and 183,095 RSUs in connection with the September 24, 2025 business combination.

When do the option shares vest for the reported grant?

One-third vest on May 5, 2026, and thereafter 1/36th of the shares vest each month, subject to continued service.

What are the RSU performance conditions reported?

RSUs vest as to 1/3 if the stock achieves $18.00, $23.00 and $28.00

Are the securities reported held directly or indirectly?

The filing indicates the beneficial ownership is held directly (D) by the reporting person.

Why were these securities issued to the reporting person?

The awards were issued in connection with the Business Combination closing and the exchange of Legacy Kodiak equity into the Issuer's securities under the Business Combination Agreement.