KDK Form 4 Details: Equity Conversion, Options, and Performance RSUs Disclosed

Rhea-AI Filing Summary

Kodiak AI, Inc. (KDK) reporting person Jordan S. Coleman, Chief Legal and Policy Officer, reported multiple equity awards and conversions on 09/24/2025 tied to the closing of a business combination that merged Legacy Kodiak into the issuer. Legacy Kodiak common shares were converted into issuer common shares under a defined exchange ratio and the reporting person received 4,471 shares of Common Stock and numerous stock options and restricted stock units (RSUs). Options listed have exercise prices ranging from $0.3472 to $6.8388 and aggregate to several hundred thousand shares per grant, with RSUs subject to service and performance vesting tied to share-price hurdles of $18, $23 and $28 within defined periods.

Positive

• Converted legacy equity into issuer common shares, enabling continuity after the business combination
• Comprehensive disclosure of option exercise prices, vesting schedules, and RSU performance conditions
• RSUs include performance vesting tied to clear share-price thresholds ($18, $23, $28) aligning management incentives with shareholder value

Negative

• Large aggregate option and RSU counts reported, which could materially increase outstanding shares if exercised or vested
• Several options are fully vested and exercisable, implying potential near-term dilution if exercised
• Some exercise prices are low relative to potential future market prices, increasing dilution risk upon exercise

Insights

Securities Analyst

TL;DR: Significant equity conversion and large option/RSU grants following the business combination could meaningfully increase outstanding share count.

The Form 4 documents the conversion of Legacy Kodiak equity into Kodiak AI common stock at closing of the business combination and the issuance/exchange of multiple option tranches and performance- and service-conditioned RSUs to an executive officer. The disclosed option pools include several large grants with low exercise prices relative to typical post-SPAC ranges, and RSUs vest partly on achieving share-price thresholds of $18, $23 and $28 by September 24, 2029, which creates potential upside dilution if targets are met. All listed options are reported as fully vested and exercisable where noted, indicating immediate exercisability for certain tranches.

Corporate Governance Expert

TL;DR: The disclosure shows routine post-merger equity alignment of management but raises governance focus on dilution and performance vesting terms.

The transaction reflects standard practice in business combinations to convert legacy equity and exchange options for continuity of incentive arrangements. The mix of service-vested and performance-vested RSUs aligns executive incentives with share-price performance through 2029. Investors should note the sizable counts of options and RSUs recorded on the Form 4, the variety of exercise prices and long expiration dates which together will affect long-term capitalization tables. The filing is procedural and transparent about vesting schedules and conversion mechanics.

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^*

Coleman Jordan S.

(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 Legal and Policy 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)		4,471	A	(2)	4,471	D

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)	$0.5133	09/24/2025		A(1)		665,019		(3)	12/27/2028	Common Stock	665,019	(4)	665,019	D
Stock Option (Right to buy)	$0.3472	09/24/2025		A(1)		134,055		(3)	04/20/2031	Common Stock	134,055	(4)	134,055	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		732,996		(5)	02/08/2032	Common Stock	732,996	(4)	732,996	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		132,461		(6)	06/01/2032	Common Stock	132,461	(4)	132,461	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		366,498		(7)	12/17/2032	Common Stock	366,498	(4)	366,498	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		732,996		(8)	03/07/2033	Common Stock	732,996	(4)	732,996	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		141,293		(9)	08/29/2033	Common Stock	141,293	(4)	141,293	D
Stock Option (Right to buy)	$0.468	09/24/2025		A(1)		662,311		(10)	08/20/2034	Common Stock	662,311	(4)	662,311	D
Stock Option (Right to buy)	$6.8388	09/24/2025		A(1)		142,878		(11)	06/26/2035	Common Stock	142,878	(4)	142,878	D
Restricted Stock Units	(12)	09/24/2025		A		665,019		(13)	(13)	Common Stock	665,019	$0	665,019	D
Restricted Stock Units	(12)	09/24/2025		A		134,055		(13)	(13)	Common Stock	134,055	$0	134,055	D
Restricted Stock Units	(12)	09/24/2025		A		732,996		(14)	(14)	Common Stock	732,996	$0	732,996	D
Restricted Stock Units	(12)	09/24/2025		A		132,461		(15)	(15)	Common Stock	132,461	$0	132,461	D
Restricted Stock Units	(12)	09/24/2025		A		366,498		(16)	(16)	Common Stock	366,498	$0	366,498	D
Restricted Stock Units	(12)	09/24/2025		A		732,996		(17)	(17)	Common Stock	732,996	$0	732,996	D
Restricted Stock Units	(12)	09/24/2025		A		141,293		(18)	(18)	Common Stock	141,293	$0	141,293	D
Restricted Stock Units	(12)	09/24/2025		A		662,311		(19)	(19)	Common Stock	662,311	$0	662,311	D
Restricted Stock Units	(12)	09/24/2025		A		142,878		(20)	(20)	Common Stock	142,878	$0	142,878	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. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

4. 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.

5. 1/8th of the shares subject to the option vested on June 15, 2022 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.

6. 1/8th of the shares subject to the option vested on December 15, 2022 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.

7. 1/8th of the shares subject to the option vested on June 15, 2023 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.

8. 1/8th of the shares subject to the option vested on September 8, 2023 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.

9. 1/8th of the shares subject to the option vested on December 15, 2023 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.

10. 1/8th of the shares subject to the option vested on January 1, 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.

11. 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.

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

13. 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 (3) above, subject to the Reporting Person continuing as a service provider through each such date.

14. 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 (5) above.

15. 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 (6) above.

16. 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 (7) above.

17. 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 (8) above.

18. 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 (9) above.

19. 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 (10) above.

20. 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 (11) above.

	/s/ Bobby Brown, by power of attorney	09/24/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions were reported on the Form 4 for Kodiak AI (KDK)?

The Form 4 reports the conversion of Legacy Kodiak shares at closing of the business combination and the acquisition/exchange of 4,471 common shares, multiple stock options, and RSUs on 09/24/2025.

How many shares did the reporting person own after the reported transactions?

The report shows the reporting person beneficially owned 4,471 shares of Common Stock following the transaction.

What types of equity awards were issued or exchanged in the transaction?

The filing lists multiple stock options with specified exercise prices and expiration dates and several tranches of restricted stock units (RSUs) convertible into common shares.

Are the RSUs subject to performance conditions?

Yes. Each RSU grant is subject to a performance-based vesting condition for 1/3 of the RSUs if the common stock reaches $18, $23 and $28 thresholds for 20 trading days out of 30 before September 24, 2029, plus service-based vesting.

What are the exercise price ranges for the reported options?

The disclosed option exercise prices range from $0.3472 to $6.8388 per share for the various option tranches.