KDK Form 4: CTO Reports Multi-Million Share and Option Conversion
Rhea-AI Filing Summary
Wendel Andreas, Chief Technology Officer of Kodiak AI, Inc. (KDK), reported a series of awards and exchanges on 09/24/2025 tied to the closing of a business combination. In connection with the merger, Legacy Kodiak equity and awards were converted into issuer securities under a defined exchange ratio. The Reporting Person acquired 4,305,573 shares of common stock and received options totaling 5,337,220 underlying shares across four option grants with exercise prices of $0.3472, $0.6794, $0.468 and $6.8388. Matching restricted stock units (RSUs) were also granted for the same share amounts and are subject to service vesting schedules and performance vesting conditions tied to share-price thresholds of $18.00, $23.00 and $28.00 measured over specified trading-day windows prior to September 24, 2029.
Positive
- Large post-closing ownership position: Reporting Person holds 4,305,573 common shares following the Business Combination.
- Substantial option grants fully vested: Options covering 5,337,220 underlying shares are reported as fully vested and exercisable.
- Alignment with long-term performance: RSUs include performance-based tranches with explicit price thresholds ($18/$23/$28) encouraging long-term value creation.
Negative
- RSUs subject to performance hurdles: One-third of RSUs vest only if share-price targets are met prior to September 24, 2029.
- Service-based vesting required: RSU vesting also depends on continued service under schedules referenced in the footnotes.
Insights
TL;DR: Insider received converted shares, options, and RSUs from a merger; RSUs include price-based hurdles and service vesting conditions.
The Form 4 documents post-closing ownership changes resulting from a Business Combination Agreement. The conversion of legacy equity into issuer securities is routine in a merger and explains the large positions reported. Material governance considerations include the mix of fully vested options versus RSUs with performance and service vesting, which aligns insider incentives to long-term share-price performance and continued service. The disclosure is complete regarding vesting schedules and performance thresholds; no unreported grants or dispositions are evident.
TL;DR: Significant option and RSU balances were created through the equity exchange; options are fully vested while RSUs carry multi-year performance hurdles.
The filing shows four option awards totaling 5,337,220 underlying shares and identical RSU amounts resulting from the exchange of Legacy Kodiak awards. Footnote 3 confirms all option shares are fully vested and exercisable as of the filing date, which has immediate liquidity potential for the holder (subject to market and company transfer rules). RSUs are tied to 1/3 performance tranches with price hurdles at $18, $23, and $28 and service-based vesting schedules mirroring option vesting. For investors, the structure signals management alignment with share-price improvement before full RSU settlement.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (Right to buy) | 134,055 | $0.00 | -- |
| Grant/Award | Stock Option (Right to buy) | 4,397,976 | $0.00 | -- |
| Grant/Award | Stock Option (Right to buy) | 662,311 | $0.00 | -- |
| Grant/Award | Stock Option (Right to buy) | 142,878 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 134,055 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 4,397,976 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 662,311 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 142,878 | $0.00 | -- |
| Grant/Award | Common Stock | 4,305,573 | $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"). 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"). All of the shares subject to this option are fully vested and exercisable as of the date hereof. 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. 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. 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. 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. 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 (3) above, subject to the Reporting Person continuing as a service provider through each such date. 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. 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. 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.
