Kodiak AI Form 4: Reed receives options and RSUs totaling 1.24M shares
Rhea-AI Filing Summary
James D. Reed, a director of Kodiak AI, Inc. (KDK), reported acquisition of equity in connection with the company's September 24, 2025 business combination. The filing shows derivative awards consisting of a stock option with an exercise price of $0.6794 and restricted stock units (RSUs), each covering 1,237,166 shares of Common Stock following the transaction. Of the option shares, 824,209 were deemed vested as of February 2, 2024, with the remaining 412,957 vesting monthly at 1/48th per month subject to continued service. The RSUs are subject to both a service-based vesting schedule aligned with the option vesting and a performance-based condition that vests one-third at stock-price hurdles of $18.00, $23.00 and $28.00 if each threshold is met for 20 trading days within a 30-trading-day period prior to the earlier of September 24, 2029 or a change of control.
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Insights
TL;DR Director Reed received converted options and RSUs totaling 1,237,166 shares after the business combination; vesting mixes immediate, time-based, and performance conditions.
The Form 4 reflects equity awards converted into issuer shares under the Business Combination Agreement dated April 14, 2025 and effective September 24, 2025. The material components are a stock option with a low exercise price of $0.6794 and RSUs with both service and price-based performance vesting. The immediate vesting of 824,209 option shares increases Reed's realized ownership potential while the remaining awards retain standard retention incentives through monthly vesting and substantial price hurdles that align long-term value creation with shareholder outcomes. This is a routine post-merger equity conversion and executive retention structure, notable for the large aggregate share count and multi-year performance triggers.
TL;DR The filing documents typical post-merger equity exchanges and retention incentives; significant share count but vesting and performance hurdles remain substantial.
The exchange of legacy equity into issuer-option and RSU awards is a common mechanism following a business combination. The filing discloses meaningful immediately vested economic exposure (824,209 shares) combined with continued service-based vesting and three-tier performance conditions for RSUs through 2029. From a governance perspective, the structure balances immediate alignment with continued service and pay-for-performance features. The disclosure is complete regarding vesting schedules and performance thresholds, enabling investors to assess alignment and potential dilution from these awards.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (Right to buy) | 1,237,166 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 1,237,166 | $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"). 824,209 of the shares subject to the option were deemed vested as of February 2, 2024, and 1/48th of the remaining 412,957 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.
