Form 4: 183,095 Options and RSUs Issued to Kodiak AI Director Post‑Business Combination

Rhea-AI Filing Summary

Mohamed Elshenawy, a director of Kodiak AI, Inc. (KDK), acquired equity awards tied to the company's recent business combination closing. The Form 4 reports that on 09/24/2025 Mr. Elshenawy received a stock option covering 183,095 shares with an exercise price of $8.8769 and an identical number of restricted stock units (RSUs) covering 183,095 shares. One-third of the option shares vest on July 15, 2026, with the remainder vesting monthly thereafter, contingent on continued service. The RSUs are subject to the same service-based vesting schedule and also carry performance-based vesting conditions tied to the issuer's share price reaching $18.00, $23.00 and $28.00 for specified trading-day tests prior to September 24, 2029 (or a change of control). The awards were issued in connection with the closing of the Business Combination described in the footnotes, under which Legacy Kodiak equity and options were exchanged into Issuer securities based on a conversion ratio.

Positive

• Business Combination closed and Legacy Kodiak equity and options were converted into Issuer securities per the agreement
• Reporting person received 183,095 stock options with a stated exercise price of $8.8769
• Reporting person received 183,095 RSUs with explicit service‑based vesting and additional performance vesting thresholds of $18.00, $23.00 and $28.00
• Vesting schedule disclosed: one‑third vests on July 15, 2026, then monthly thereafter, conditional on continued service

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received time- and performance‑vested equity awards tied to the closing of the business combination.

The filing documents equity grants to a director following the merger that converted Legacy Kodiak equity into Issuer securities. The structure—one‑third cliff then monthly vesting for service, plus performance hurdles for RSU vesting—aligns long‑term incentives with stock performance and service continuity. These awards are customary post‑merger retention and alignment tools and are transparent in vesting mechanics and conversion adjustments.

Securities Analyst

TL;DR: Material number of shares (183,095 options and RSUs) were reported, with explicit exercise price and performance triggers.

This Form 4 quantifies the awards and specifies the adjusted exercise price of $8.8769 for the options. The disclosure clarifies conversion mechanics from Legacy Kodiak securities to Issuer securities under the Business Combination Agreement and provides precise vesting and performance conditions, enabling clear modeling of potential future dilution timing if awards vest and are exercised.

09/24/2025 - 09:51 PM

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^*

Elshenawy Mohamed

(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)	$8.8769	09/24/2025		A(1)		183,095		(2)	08/04/2035	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 July 15, 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 equity awards did Mohamed Elshenawy receive according to the Form 4?

The Form 4 reports receipt of 183,095 stock options (exercise price $8.8769) and 183,095 restricted stock units (RSUs) on 09/24/2025.

What are the vesting conditions for the options and RSUs reported?

Options vest one‑third on 07/15/2026 and then 1/36th each month thereafter subject to continued service. RSUs vest on the same service schedule and have additional performance vesting tied to share price thresholds.

What performance thresholds apply to the RSUs?

RSU performance vesting is satisfied as to one‑third of the awards if the issuer's common stock reaches $18.00, $23.00 and $28.00 for 20 trading days out of any 30 consecutive trading days prior to the earlier of 09/24/2029 or a change of control.

Why were these awards issued to the reporting person?

The awards were issued in connection with the closing of the Business Combination in which Legacy Kodiak merged into the Issuer and outstanding Legacy Kodiak equity and options were converted into Issuer securities per the Business Combination Agreement.

What is the issuer and ticker listed on the Form 4?

The Form 4 lists the issuer as Kodiak AI, Inc. with ticker KDK.