KDK Form 4: 183,095 Shares in Options and RSUs Granted After Merger

Rhea-AI Filing Summary

Kodiak AI, Inc. (KDK) reporting person Kristin Sverchek, a director, reported equity awards received in connection with the closing of a business combination on 09/24/2025. The filing shows a grant of a stock option covering 183,095 shares with an exercise price of $6.8388 and an equal number of restricted stock units (RSUs) for 183,095 shares. One-third of the option shares vest on 05/05/2026 with the remainder vesting monthly thereafter (1/36th per month) subject to continued service. The RSUs vest subject to the same service schedule and a performance condition that vests one-third at achievement of share-price thresholds of $18.00, $23.00 and $28.00 within the performance period ending on the earlier of 09/24/2029 or a change of control. The awards were issued as part of the merger that converted Legacy Kodiak equity into Issuer equity under the Business Combination Agreement.

Positive

• Aligned incentives: Awards tie compensation to both continued service and share-price performance, promoting manager-shareholder alignment
• Retention-focused vesting: Time-based vesting schedule reduces immediate turnover risk following the business combination
• Transparent conversion: Filing clearly explains conversion of Legacy Kodiak awards into Issuer awards under the Business Combination Agreement

Negative

• Potential dilution: Combined option and RSU counts of 183,095 each could dilute existing shareholders if fully earned and settled
• High performance hurdles: RSU vesting requires significant stock appreciation ($18/$23/$28) before full payout, delaying value realization for the holder

Insights

Financial Analyst

TL;DR: Director received option and RSU awards (183,095 shares each) tied to service and share-price performance after a business combination.

The reported grants are sizeable in absolute terms and align management interests with shareholders by linking vesting to both tenure and stock-price performance. The exercise price of $6.8388 establishes the intrinsic starting point for the option holder, while the RSU price hurdles ($18/$23/$28) require material share-price appreciation for full payout. Vesting over multi-year schedules reduces near-term dilution risk but creates future potential dilution if performance and service conditions are met. This is a standard post-merger equity retention structure intended to preserve continuity and incentivize performance.

Corporate Governance Expert

TL;DR: Awards were issued pursuant to the merger and include service and performance vesting, reflecting common retention and alignment mechanisms.

The structure—time-based vesting with a one-third initial tranche and monthly vesting thereafter, combined with performance-based RSU triggers—follows common governance practice for post-deal retention. The filing discloses conversion mechanics from Legacy Kodiak awards to issuer awards, exercise-price adjustment, and clear performance thresholds with a defined performance window to 09/24/2029. From a governance perspective, the disclosure is complete and transparent about vesting terms and conversion rationale; however, the magnitude of shares should be reviewed against total outstanding equity to assess dilution and potential governance impact.

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^*

Sverchek Kristin

(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)	$6.8388	09/24/2025		A(1)		183,095		(2)	05/26/2035	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 May 5, 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 did Kristin Sverchek report on Form 4 for Kodiak AI (KDK)?

The Form 4 reports a grant of a stock option for 183,095 shares at an exercise price of $6.8388 and 183,095 RSUs, reported on 09/24/2025.

When do the awarded options and RSUs begin to vest?

One-third of the option shares vest on 05/05/2026, with the remainder vesting monthly thereafter (1/36th per month). The RSUs follow the same service vesting schedule.

Are there performance conditions on the RSUs?

Yes. One-third of the RSUs vest upon the Issuer's stock reaching $18.00, $23.00, or $28.00 for any 20 trading days out of 30 before 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 a business combination that converted Legacy Kodiak equity into Kodiak AI, Inc. equity under the Business Combination Agreement.

How was the option exercise price determined after the merger?

Outstanding Legacy Kodiak options were exchanged for comparable issuer options and the exercise price was adjusted based on the Common Stock Exchange Ratio as described in the filing.

Who signed the Form 4 filing and when?

The Form 4 was signed by /s/ Bobby Brown, by power of attorney on 09/24/2025.