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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (Right to buy) | 183,095 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 183,095 | $0.00 | -- |
Footnotes (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"). 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. 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. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. 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.
