Form 4: CEO Burnette reports 25.9M shares, 1.02M options and RSUs

Rhea-AI Filing Summary

Donald L. Burnette, Kodiak AI, Inc. director and CEO, reported securities received in connection with the company’s business combination closing on September 24, 2025. He acquired 25,915,204 shares of common stock directly and an additional 1,385,765 shares held indirectly by a family trust. He also received a stock option for 1,017,084 shares with an exercise price of $6.8388 and 1,017,084 restricted stock units (RSUs). The option vests over time (1/8th on December 30, 2025 and then 1/48th monthly thereafter) and RSUs are subject to both the same service schedule and performance-based vesting tied to stock-price thresholds of $18.00, $23.00 and $28.00 within specified periods.

Positive

• Substantial insider alignment: Reporting person acquired 25,915,204 direct shares and 1,385,765 indirect shares following the business combination.
• Incentive structure: Award includes an option for 1,017,084 shares and 1,017,084 RSUs, tying compensation to service and performance.

Negative

• Contingent economics: RSUs vest only upon both service and achievement of specific share-price thresholds ($18.00, $23.00, $28.00), so full value is not guaranteed.
• Staggered vesting: Option vests over several years (1/8th then 1/48th monthly), delaying potential liquidity for the option shares.

Insights

Securities Analyst

TL;DR: Insider received a large equity package from a SPAC business combination, combining immediate stock, options, and performance-based RSUs.

The Form 4 documents material insider ownership changes following the closing of the business combination on September 24, 2025. The reporting person received 25,915,204 shares directly and holds 1,385,765 additional shares indirectly via a trust, indicating substantial insider alignment with equityholders. The exchanged legacy options converted into an option for 1,017,084 shares at a $6.8388 exercise price. Vesting schedules and performance hurdles for the RSUs mean full economic benefit is contingent on continued service and share-price milestones. For holders, the filing clarifies concentration of founder/CEO ownership post-closing and the structure of incentive compensation.

Corporate Governance Expert

TL;DR: The filing shows standard post-merger equity treatment with time-based and performance-based vesting, aligning management incentives with long-term stock performance.

Following the merger, legacy awards were converted into issuer securities and new equity awards were recorded: direct shares, an indirectly held block via a family trust, an adjusted option, and RSUs with dual vesting conditions. The RSU performance thresholds ($18/$23/$28) and the staggered service vesting reflect a multi-year retention and performance design. The Form 4 properly discloses the trustee-held shares and the option conversion and exercise-price adjustment, providing transparency on insider compensation mechanics after the business combination.

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^*

Burnette Donald L.

(Last) (First) (Middle)

C/O KODIAK AI, INC.

1049 TERRA BELLA AVENUE

(Street)

MOUNTAN 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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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
Common Stock	09/24/2025		A(1)		25,915,204	A	(2)	25,915,204	D
Common Stock	09/24/2025		A(1)		1,385,765	A	(2)	1,385,765	I	See footnote(3)

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)		1,017,084		(4)	06/26/2035	Common Stock	1,017,084	(5)	1,017,084	D
Restricted Stock Units	(6)	09/24/2025		A		1,017,084		(7)	(7)	Common Stock	1,017,084	$0	1,017,084	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. 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").

3. The shares are held by Citizens Trust Company of Delaware, Trustee of the Burnette Family Irrevocable Trust dated August 11, 2025.

4. 1/8th of the shares subject to the option vest on December 30, 2025 and 1/48th 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.

5. In connection with the closing of the Business Combination, 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.

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

7. 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) above.

	/s/ Bobby Brown, by power of attorney	09/24/2025
	** 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).
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FAQ

What did Donald L. Burnette report on the Form 4?

He reported acquiring 25,915,204 direct shares, 1,385,765 indirect shares, a stock option for 1,017,084 shares at $6.8388, and 1,017,084 RSUs on September 24, 2025.

Are the RSUs immediately vested?

No. The RSUs are subject to a service-based vesting schedule and a performance condition tied to share-price thresholds of $18.00, $23.00 and $28.00 within the specified period.

What is the option exercise price and vesting for the options?

The stock option has an exercise price of $6.8388. Vesting: 1/8th vests on December 30, 2025 and then 1/48th vests monthly thereafter, subject to continued service.

Who holds the indirectly owned shares?

The 1,385,765 indirectly held shares are held by Citizens Trust Company of Delaware, Trustee of the Burnette Family Irrevocable Trust dated August 11, 2025.

Why were these securities issued on September 24, 2025?

They were issued or converted in connection with the closing of a business combination consummated on September 24, 2025, pursuant to the Business Combination Agreement referenced in the filing.