KDK insider filing: Surajit Datta granted 2,035,915 options and RSUs

Rhea-AI Filing Summary

Surajit Datta, identified as Chief Financial Officer of Kodiak Al, Inc. ("KDK"), reported transactions dated 09/24/2025 tied to the closing of a business combination with Legacy Kodiak. In connection with the merger, outstanding Legacy Kodiak options and restricted stock units were converted into awards of the issuer.

The filing shows a grant of a stock option to purchase 2,035,915 shares at an exercise price of $8.8769, and 2,035,915 RSUs representing the right to receive the same number of common shares. The option vests 25% on 08/25/2026 and then 1/48th monthly thereafter; the RSUs vest subject to identical service-based vesting and additional performance hurdles that vest 1/3 at stock price thresholds of $18.00, $23.00 and $28.00 over specified trading-day conditions prior to 09/24/2029.

Insights

Corporate Governance Expert

TL;DR: Large post-merger equity awards to the CFO align interests but raise governance questions on dilution and disclosure.

The reported awards of 2,035,915 options and 2,035,915 RSUs were issued in connection with the closing of a business combination, replacing legacy awards under a conversion ratio. The awards include multi-year service vesting and performance hurdles tied to share-price milestones through 09/24/2029, which can motivate long-term alignment. From a governance perspective, the filing properly discloses vesting schedules and performance metrics but does not quantify the post-transaction ownership percentage or potential dilution, information investors often consider material for oversight and compensation benchmarking.

Compensation Analyst

TL;DR: The package combines time-based and performance-based equity with a mid-single-digit exercise price, creating mixed near- and long-term incentives.

The option exercise price is disclosed as $8.8769 with an expiration (exerciseability note) showing 08/26/2035 for the underlying shares; time-based vesting begins 08/25/2026. The RSUs require both service and price-based conditions at $18/$23/$28 thresholds to vest in tranches. This structure encourages retention and share-price appreciation, but the filing lacks information on grant date fair value, previous holdings, or the company's total share count needed to assess materiality of the grant versus company equity.

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^*

Datta Surajit

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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

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)		2,035,915		(2)	08/26/2035	Common Stock	2,035,915	(3)	2,035,915	D
Restricted Stock Units	(4)	09/24/2025		A		2,035,915		(5)	(5)	Common Stock	2,035,915	$0	2,035,915	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. 1/4th of the shares subject to the option vest on August 25, 2026 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.

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

Who filed the Form 4 and what is their role at Kodiak Al, Inc. (KDK)?

Surajit Datta filed the Form 4 and is identified as the company's Chief Financial Officer.

What equity awards were reported on 09/24/2025?

The filing reports a grant of a stock option for 2,035,915 shares at an exercise price of $8.8769 and 2,035,915 RSUs convertible into common shares.

What are the vesting conditions for the option and RSUs?

The option vests 25% on 08/25/2026 then 1/48th monthly thereafter; the RSUs vest on the same service schedule and additionally require price-based performance hurdles of $18/$23/$28 for tranche vesting prior to 09/24/2029.

Why were these awards issued on 09/24/2025?

The awards were issued in connection with the closing of a Business Combination between the issuer and Legacy Kodiak, converting legacy awards into issuer awards under the merger agreement.

Is the exercise window or expiration date provided for the option?

The filing shows a reference date of 08/26/2035 associated with the option's exercisability; the exercise price is $8.8769.