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.
Positive
- None.
Negative
- None.
Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (Right to buy) | 2,035,915 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 2,035,915 | $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"). 1/4th 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. 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.
